rfa 2013-002 copy ibis pointe largo, florida kenreecy ... · rfa 2013-002 copy ibis pointe largo,...

RFA 2013-002 COPY

IBIS POINTE LARGO, FLORIDA

KENREECY

2014-104C

DIRECTOR OF MULTIFAMILY PROGRAMS FLORIDA HOUSING FINANCE COEPORATION

227 N. BRONOUGH STREET, SUITE 5000 TALLAHASSEE, FLORIDA 32301

State of Florida Department of State

I certify from the records of this office that WINTER HA VEN RESIDENCES LIMITED PAR TNERSIIlP is a Limited Partnership or Limited Liability Limited Partnership organized under the laws of the State of Florida, filed on August 19, 2009, effective August 19, 2009.

The document number of this Limited Partnership is A09000000600.

I further certify said Limited Partnership has paid all filing fees due this office through December 31, 2013, and its status is active.

Given under my hand and the Great Seal of the State of Fl.orida at Tallahassee, the Capital, this the Twenty-eighth day of October, 2013

~o~ Secretary of State

Authentication ID: CU5339160927

To authenticate this certificate,visit the following site,enter this ID, and then follow the instructions displayed.

https://efile.sunbiz.org/certauthver.html

NOT

APPLICABLE

Applicant:

Ibis Pointe

Applicant Ownership Structure

Winter Haven Residences Limited Partnership

Managing General Partner: Winter Haven Residences GP, LLC

Limited Partner:

Manager: Brian J Parent Manager: Brian Stadler Member: Jax Housing LLC

Manager/Member: Brian Parent Manager/Member: Craig Jeup

Member: Westbrook Housing LLC Manager/Member: Brian Stadler Manager/Member: Patrick Wolgast Manager/Member: Lynn Wolgast

Jax Housing LLC

Manager/Member: Manager/Member:

Brian Parent Craig Jeup

Co-Developer:

Co-Developer:

Ibis Pointe

Developer Structure

JPM Development LLC Manager/Member: Brian Parent Manager/Member: Craig Jeup

Westbrook Housing Development LLC Manager/Member: Brian Stadler ManagerMember: Patrick Wolgast Manager/Member: Lynn Wolgast


I certify from the records of this office that JPM DEVELOPMENT LLC, is a limited liability company organized under the laws of the State of Florida, filed on September 2, 2010.

The document number of this company is Ll0000092588.

I further certify that said company has paid all fees due this office through December 31, 2013, that its most recent annual report was filed on April 9, 2013, and its status is active.

Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Fourth day of October, 2013

~()~ Secretary of State

Authentication ID: CU934881l722

To authenticate this certificate,visit the following site,enter this ID, and then follow the instructions displayed.

https://efile.sunbiz.org/certauthver.html


I certify from the records of this office that WES'IBROOK HOUSING DEVELOPMENT, LLC is a Michigan limited liability company authorized to transact business in the State of Florida, qualified on December 3, 2010.

The document number of this limited liability company is M10000005329.

I further certify that said limited liability company has paid all fees due this office through December 31, 2013, that its most recent annual report was filed on January 29, 2013, and its status is active.

I further certify that said limited liability company has not filed a Certificate of Withdrawal.

Given under~ /rand and the Great Seal of the State of Florida at Talla1tassee, the Capital, this the Fourth day of October, 2013

k'A 04;;~ Secretary of State

Authentication ID: CU22S43822S7

To authenticate this cerdficate,visit the foDowing site,enter this ID, and then follow the instnsctiona displayed.

https://efile.sanbiz.org/certaatbver.html

-----.., Attachment 4

Prior General Development Experience Chart

Name of Principal with the Required Experience: Brian Parent

Name of Developer Entity (for the proposed development) for which the above Party is a

Principal: JPM Development LLC

Name of Location Affordable Total Number of Year Completed Development (City & State) Housing Units

Program that Provided Funding

Stonewood Little Rock, AR LIHTC 52 2004 Apartments

Westbrook Place Battle Creek, Ml LIHTC 68 2006 Residences at Battle Creek, Ml LIHTC 48 2008 Westbrook Keown Homes Little Rock, AR LIHTC 34 2011 Journet Place Port Richey, FL LIHTC/Exhange 108 2011 West End Village Russelville, AR LIHTC 30 2013

Attachment 4

Prior General Development Experience Chart

Name of Principal with the Required Experience: Brian Stadler

Name of Developer Entity (for the proposed development) for which the above Party is a

Principal: Westbrook Housing Development LLC

Name of Location Affordable Total Number of Year Completed Development (City & State) Housing Units

Program that Provided Funding

Westbrook Place Battle Creek, Ml LIHTC 68 2006 Residences at Battle Creek, MI LIHTC 48 2008 Westbrook Wickes Park Saginaw, Ml 1602 Exhchange 24 2010 Journet Place Port Richey, FL LIHTC/Exhange 108 2011 West End Village Russelville, AR LIHTC 30 2013

NOT

APPLICABLE

2013 SURVEYOR CERTIFICATION FORM NameofDevclopmart:_lbis_._Poi_._nte _______________________ ~

Dcvdopmc:ntL<x:ation: NE Comer of Mehlenbacher Rd. and 10th St. NW Lamo. FL (At a miaimum, provide thellddias llillllber, llmlt mme and cily, m:lfarpmvidttbe m:etmme, dolal ~ illlmediDn ml eida" tbe cily (Jfloaled widliD a city) orcouaty (lfloafecl ill the llllillcoqmtl!d area of the c:aaal1). It the n-lopneat COISisls ofSc:aailnd Siles. the Devek>puat U>clliml mtl!dabow IDllt mlect the Scallmcl Sile1 where the DeYelopmeat LocalillGPaillt is loc:ataL)

The undersigned Florida licensed surveyor coofinm that the method used to dctcrminc the fullowing latitude and longitude coordinates confOmn to Rule .51-17, F'.A.C., furmcrly61G17-6, F.A.C.:

*All cakulations shall be blJSl1ll on "W&s' a4• _,be gt'ld distances. Th11 homontal posiJlons shall be colllcted fQ mMt si.bmt!llr llCCUJ'dCY (no aufQnomolU ltantl-ht1111 GPS unm shall be URd).

State ti.. Development ~nPoiut.2

N~ 55 27.0 Secaads w 82 47 50.7 Seconds Degrees MimUs (tmocated aft« 1 Degrees Mimltes (tnmcated after 1

decimt1 place) decimal place)

To be eligl'ble for proximity points, Degrees and Minutes must be stated as whole numbas and Secollds mDSt be truncated after 1 decimal place.

Transit Service - State the latitude and lnnoitnd.! coordinates for coe (1) Tnnsit Scnice on the chatt below. 3

Latitude ~

Public e. Sftlp 27 82 47.2 N 55 24.7 Secoads (tnmcated w 47 Seconds (tmacated --- -- --

Degrees Minuk::s after 1 decimalplace) Degrees Minutes after l decimal place)

Public Bus Traafer Stop N -- Seconds(~ w --- -- Seconds (1nlDcated

Degrees Minuk::s after 1 decimal pliK:e) Dcgrees Mimtes after 1 decimal place)

PublicBus Rapid Transit N -- --- Sec:o.ods (tnlDcared w --- -- Seconds (tt\lUQlted

Stop Degrees Minutes a.hr 1 dec:Umlplace) Depa Miautes after 1 decimal place)

Snlbil ~tation,. ?tf.troRail N -- --- Sec:o.ods (tnlDcared w -- Secoods (tmacated Statiou, or Degrees Minutes after 1 decimal place) Degrees Minules after 1 decimal place) TriBail Statioa

Usiag tbe mediod described .bove*, lbe distmc:e (rouDded up to the nearest 1madledlll of a mi.le)~ JL.JL...L Miles the coocdiJJa1es of die Devdopmmt Locatioa Point ao6 die coordinates of the T1lll1Sit Service is:

Community Services - State the Name, Address and latitude and longitude coordinata oftlie closest savice(s) on the chart below.3

~ryStun: Latitude Loagitade

Name- .,.,.,,..A IM

Addn!ss - jQ!J Clearwater largQ Road N~ 55 1.7 w 82 47 45.7 Largo, EL -- --

DegRa Millutes Secoods Degrees Mimtes Secaods (1rlllleated (lrallcated after 1 afia" !decimal decimal place) place)

Using the medicd described .bove*. lbe distance (rouaded vp to the meat lnmdpdda of a mile) between lbe _Q_.~_JL Miles CO«dillates of lbe Developmmt Location Pcislt ao6 lbe coonfimles oftbe Grnccry Store is:

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ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made as of the 15th day of October, 2013, between WESTBROOK CENTER, LLC, a Michigan limited liability company ("Assignor"), and WINTER HAVEN RESIDENCES LIMITED PARTNERSHIP, ("Assignee"), upon the following terms and conditions:

A. Assignor, as Buyer, entered into that certain Purchase and Sale Agreement with Kathleen M. Noel Trust ("Seller"), executed by Assignor on 5/6/13, as amended (the "Agreement"), for the sale and purchase of the real property described in the Agreement (the "Property"). A copy of the Agreement is attached hereto as Exhibit "A".

B. Pursuant to Section 8(b) of the Agreement, Assignor may assign, without Seller's consent, its rights and obligations under the Agreement to any entity controlled by or related to Assignor.

C. Assignee is an entity that is related to Assignor by common ownership.

D. Assignor desires to assign the Agreement to Assignee, and Assignee desires to accept and assume the Agreement.

NOW, THEREFORE, for valuable consideration paid, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Assignor assigns to Assignee all of Assignor's rights, title and interest in and to the Agreement and the Property.

2. Assignor represents and warrants to Assignee that (a) the Agreement is in full force and effect, (b) the Agreement has not been modified or amended, ( c) Assignor has paid all sums required by the Agreement to be paid by Assignor, and Assignor is not otherwise in default of any obligations under the Agreement, ( d) Assignor has not setoffs or claims against Seller arising out of the Agreement and ( e) there are no existing defaults by Seller under the Agreement.

3. Assignee assumes and agrees to pay and perform all of Buyer's duties, obligations, liabilities and responsibilities under the Agreement from and after the date of this Assignment, and Assignee agrees to indemnify and hold harmless Assignor from any and all claims, damages, losses and expenses that may arise out of, or in respect of, the Agreement, from and after this date.

4. Upon execution and delivery of this Assignment by each of the parties, the parties agree that:

A. Assignee shall pay to Assignor the sums deposited by Assignor as earnest money under the terms of said Agreement;

B. In addition, at Closing, as defined in the Agreement, Assignee shall pay to Assignor, in immediately available funds, an assignment fee equal to $100,000.

4837-9227-8038.3 32067/0012 JSB jsb

1

C. Assignor shall deliver to Assignee all materials provided to Buyer by Seller under the tenns of the Agreement, and all materials obtained by Assignor under the terms of said Agreement, specifically including but not limited to the Title Commitment and Title Search, and shall furnish to Assignee true and correct copies of all notices or other correspondence to Seller under the tenns of said Agreement.

WI1NESS the execution hereof as of the date first written above.

4837-9227-8038.3 32067/0012 JSB jib

2

ASSIGNOR:

WESTBROOK CENTER LLC, a Michigan

:~Wd Lrabilicy &I Name:~-..,..._ Title: .tV'fc.-J.--

ASSIGNEE: WINTER HA VEN RESIDENCES LIMTED P AR1NERSIDP , a Florida Limited Partnership

By: WINTER HA VEN RESIDENCES GP, LLC a Florida Limited Liability Company As General Partnc;,r I By: ~1f_y Brian J. Pareift, Manager

4837-9227-8038.3 32067/0012 JSB jsb

Exhibit "A"

3

PURCHASE AND SALE AGREEMENT

TillS AGREEMENT is made as of the "Effective Date" noted herein, between Westbrook Center, LLC a Michigan limited liability company ("Buyer") and, the Kathleen M. Noel Trust ("Seller'').

For the suin of $10.00, the mutual covenants here~ and other valuable consideration, the receipt of which is hereby acknowledged, Seller agrees to sell the Property defined below to Buyer and Buyer agrees to purchase that Property on the following terms and conditions:

1. Proeertv. The "Property" shall consist of that property located in the City of Largo, Pinellas County, Florida, shown on the attached Exhibit" A", on which Buyer intends to develop residential aparbnent development (the "Intended Use"). A precise legal description of the property shall be prepared in conjunction with the "Survey" described in Section 5(a) below, which legal description shall control for the purposes of this Agreement In addition to the land itself, the "Property" shall include all easements, permits and other rights appurtenant to it

2. Plll'Chase Price and Method of Pqvment. The purchase price for the Property shall be Six Hundred Fifty Thousand and no/100 Dollars, ($650,000.00), payable, as follows: ·

(a)Within five (5) business days of the Effective Date, Buyer shall deposit with Broad and Cassel ("Escrow Agent"), the sum of Ten Thousand and no/100 Dollars ($10,000.00) as a good faith deposit (the "Initial Deposit"), to be held in escrow according to the terms of this Agreement. The Deposit shall be held and disbursed by the Escrow Agent in accordance with this Agreement and its standard terms of escrow, and shall be held by the Escrow Agent in an interest-bearing account, which interest shall accrue to Buyer's benefit and shall be included in the term "Deposit." The term "Deposit" will include any additional money paid by the Buyer to the Escrow Agent pursuant to subparagraphs (b) and ( c) of this Section 2, plus any sums that may be paid pursuant to Section 4 below. In the event of any conflicts between the Escrow Agent's standard terms of escrow and this Agreement, the provisions of this Agreement shall control.

(b)Within 5 business days of the expiration of the inspection period Buyer shall deposit with the Escrow Agent an additional sum of Ten Thousand and no/100 Dollars ($10,000.00Xthe Second Depo~it). . In the absence of such additional deposit by the aforementioned deadline, the ~ment will automatically terminate, and all previous deposits will be returned to the Buyer consistent with the terms of the Agreement.

(c) Within five (5) business days of the Issuance of an Award for an Allocation of Low Income Tax Credits from The Florida Housing Finance Corporation (anticipaic!d November 2013) Buyer shall deposit with the Escrow Agent an additional sum of Ten Thousand and no/100 Dollars ($10,000.00) (the Third Deposit) at which time the Third deposit along with the Second Deposit and the Initial Deposit will become nonrefundable. In the absence of such additional deposit by the aforementioned deadline, the Agreement will automatically terminate, and all previous deposits will be returned to the Buyer consistent with the terms of the Agreement.

(d) Notwithstanding any of the above, upon a default by the Seller all Deposits shall immediately be returned to the Buyer.

1

3. Escrow Agent. Escrow Agent will disburse the Deposit in accordance with the terms and conditions of this Agreement. Upon proper disbursement of the Deposit, Escrow Agent's duties and obligations under this Agreement will terminate. If Escrow Agent becomes uncertain as to its duties or obligations under this Agreement or if Escrow Agent receives competing claims or instructions concerning the Deposit from Buyer or Seller, Escrow Agent may interplead the Deposit into a court of competent jurisdiction, and thereupon, Escrow Agent duties and obligations under this Agreement will terminate. In the event of any suit between Buyer and Seller in which Escrow Agent interpleads all or a portion of the Deposit, Escrow Agent will be entitled to recover reasonable attorneys' fees and costs incurred, such fees and costs to be charged and assessed against the non-prevailing party. Buyer and Seller agree that Escrow Agent will not be liable to any party or person whomsoever for misdelivery of all or a portion of the Deposit, unless such misdelivery is due to willful breach of this Agreement or gross negligence on the part of Escrow Agent. Seller acknowledges that Escrow Agent also serves as Buyer's legal counsel in connection with this Agreement and the transactions contemplated herein, and that such duties as Escrow Agent are ministerial in nature. As such, Seller waives any objection to Escrow Agent continuing to serve a Buyer's counsel in the event of a dispute under this Agreement

4. Closing, This transaction shall be closed at a time and place mutually acceptable to Buyer and Seller (the "Closing"), within Ninety (90) days after an irrevocable allocation commitment and reservation of Low Income Tax Credits from the Florida Housing Finance Corporation . Notwithstanding the forgoing, Buyer, at Buyers option shall have the right to purchase from Seller three thirty (30) day extensions to the Closing date ("Closing Extensions") for the sum of five Thousand dollars ($5,000.00) each. Prior to the expiration date of the Agreement, Buyer must deposit with the Escrow Agent the

. Closing Extension payment. Such Payment will be applied to the Purchase Price at the time of Closing.

(a) Possession; Risk of Loss. Except as otherwise provided herein, all risk of loss to the Property shall remain upon Seller until the conclusion of the Closing, and possession of the Property will be transferred to Buyer at the conclusion of the Closing, free of any tenancies. If, before the possession of the Property has been transferred to Buyer, any portion of the Property is taken by eminent domain, then Buyer shall have the option to either (i) terminate this Agreement, or (ii) proceed with the purchase of the Property, in which case Seller shall assign or pay to Buyer any condemnation award due from the taking authority. Prior to the Closing, Seller will permit Buyer and its representatives at Buyer's cost to make such investigation of the Property as Buyer deems necessary or advisable (including the steps described as the Site Review below), and Buyer agrees to indemnify and hold Seller harmless against any liability, damage or expense that may result from Buyer's investigation.

(b) Prorations; Closing Costs. All income and expenses of every nature relating to the Property, including taxes, labor, materials and services shall be prorated between Seller and Buyer as of midnight preceding the Closing. Seller shall pay the costs of (i) all transfer and recording taxes or charges, (ii) the owner's title insurance policy to be issued under the Title Binder described in Section 5 below, and (iii) Seller's attorney's fees. Buyer shall pay the costs of (i) the environmental assessments described in Section 5(a) below, (ii) Buyer's :financing, (iii) the Title Binder and Survey, and (iv) Buyer's attorney's fees. Any other costs of this transaction shall be borne by the party which incurs same.

· 5. lnspectign.Period. Buyer shall have a period of time (the "Inspection Period") within which to conduct such tests, studies, inspections, evaluations, investigations and appraisals of or concerning the Property and the feasibility of Buyer's Intended Use thereof as Buyer may desire, which shall expire One Hundred Twenty (120) Days after the Effective Date. Buyer shall have the right, on or before the end of the Inspection Period, to determine, in Buyer's sole and absolute discretion, whether or not the Property is suitable or acceptable in all respects and that Buyer's Intended Use thereof is feasible in Buyer's sole

2

judgment. If Buyer shall determine the Property is suitable and acceptable, Buyer shall furnish written notice of such acceptance and intent to proceed (a "Notice To Proceed") to Seller, on or before the expiration of the Inspection Period. If the Buyer shall determine the Property is not suitable or acceptable, Buyer shall have the right to terminate this Agreement by written notice thereof to Seller, given by Buyer on or before the end of the Inspection Period. In the event of such timely termination, the Deposit shall immediately be returned to Buyer by the Escrow Agent, and thereafter the parties shall have no further duties or obligations hereunder except for matters which expressly survive termination.

(a) Buyer shall have One Hundred Twenty (120) Days after the Effective Date, within which, at Buyer's sole discretion, to (i) perform such environmental assessments and examinations of the Property as Buyer may elect, (ii) study the feasibility of Buyer's proposed development of the Property for the Intended Use, and (iii) have the Property surveyed and its title searched as described in (b) below (which environmental analysis, feasibility study, survey and title search shall collectively be referred to as the "Site Review"). Seller shall furnish Buyer copies of all public and private easements, licenses, permits, approvals, plans and agreements that have not been recorded in the Official RecordS of the county but which nevertheless bind or benefit the Property, and Seller also agrees to cooperate with all reasonable requests of Buyer in the course of the Site Review, which shall include providing access to the Property and its records, and furnishing whatever additional information Buyer may request (including but not limited to providing Buyer copies of all existing surveys of the Property, permit applications and related documents, and all existing soils or environmental reports for the Property and any adjoining land, leases, rent rolls and expense reports in Seller's possession, and any engineering work). By its execution of this Agreement, Seller hereby authori7.es Buyer, in Buyer's name, to deal directly with all governmental and other authorities responsible for the approval or permitting of Buyer's proposed development of the Property for the Intended Use. If at any time during that Site Review, Buyer determines in its sole and absolute discretion that the Property is satisfactory, Buyer shall deliver such notice to the Seller. If the Buyer does not deliver the notice on or before the expiration of the Site Review, then this Agreement shall be automatically terminated and the Deposit shall be retwned to the Buyer, and the parties shall thereafter have no further rights or obligations hereunder except for the indemnities contained in Sections 4(a) and 8(e) hereof.

(b) Within thirty (30) days after the Effective Date, Seller shall provide Buyer with its owner's title policy, along with copies of each instrument shown as 8n exception to the PQlicy thereof, received by Seller at the time of Seller's acquisition of the Property insuring Seller's title to the Property. Upon the receipt of such title policy from Seller, Buyer can, at Buyer's sole cost and expense, order and obtain an attorney's Title Opinion. Within fifteen (15) days after receipt of the Title Opinion, Buyer will notify Seller in writing of any adverse matter disclosed by the Title Opinion (the "Title Defects"). Any Title Defect disclosed by the Title Opinion which is not specified in Buyer's written notice of Title Defects described in the preceding sentence shall be deemed waived by Buyer. Seller shall use all reasonable efforts to cure any Title Defects, and shall have until five (5) days before the Closing to do so. If any such Title Defects are not cured within that time, Buyer shall have the right to (i) terminate this Agreement and receive a complete refund of all Deposits as provided in (a) above, (ii) extend the time for Seller to cure said Title Defects by up to sixty (60) additional days (at the end of which Buyer must either elect to terminate this Agreement as described in (i) or waive such Title Defects as described in (iii) if by that time Seller has still not cured them or (iii) waive such Title Defects and close on the transaction without any adjustment of the Purchase Price. Seller will be responsible for the payment and satisfaction of all monetary liens on the Property at Closing.

6. Conditions Precedent. 3

(a) Conditions Precedent to Buyer's Obligations. As a condition of Buyer's obligations to close the purchase of the Property hereunder:

(i) Inspection Period Buyer shall not have terminated this Agreement during the Inspection Period as described in Section 5 above.

(ii) General. There shall not have been any material, adverse change in the condition of the Property from its condition as of the Effective Date of this Agreement, and Seller shall not be in default hereunder.

(iii) Tax Credits. Buyer shall have received an irrevocable allocation, commitment, and reservation of Low Income Housing Tax Credits from the appropriate governmental authority.

(iv) Closing. Seller shall deliver to Buyer at the Closing:

(A) A general warranty deed duly executed and acknowledged, in recordable form, which conveys the Property to Buyer;

(B) An affidavit as to the absence of liens and rightful possession of the Property by Seller;

(C) Evidence satisfactory to Buyer as to the release of any existing liens -,\ · encumbering the Property; and

(D) Such other documents as Buyer may reasonably request in order to consummate this transaction.

(b) Conditions Precedent to Seller's Performance. As a condition of Seller's obligations to close the sale of the Property hereunder:

(i) General. Buyer shall not be in default of any of its material obligations hereunder.

(ii) Closing. Buyer shall at the Closing:

(A) Deliver to the closing agent in good local funds an amount which, when added to the Deposit and any extension fees, equals Buyer's obligations for the Purchase Price and its closing costs hereunder; and

(B) Execute such documents as Seller may reasonably require in order to close this transaction.

4

7. Breach. etc.; RnMdies.

(a) Breach by Seller, etc. In the event of a breach of the terms hereof by Seller or the failure of any of the conditions precedent to Buyer's obligations to have been met, Buyer, in addition to any other remedies expressly provided herein, may at Buyer's election (i) terminate this Agreement and receive a complete refund of the Deposit, or (ii) waive such breach or failure of condition precedent and close the purchase contemplated hereby notwithstanding slich breach or failure of condition precedent, (iii) seek specific performance, provided, however, that specific performance will not be available if such breach was the result of Seller's failure to cure Title Defects despite its best efforts to do so, or (iv) seek any other remedy available at law or in equity.

(b) Breach by Buyer, etc. In the event of a breach of the terms hereof by Buyer or the failure of any of the conditions precedent to Seller's obligations to have been met, Seller may as its sole remedy hereunder terminate this Agreement, and if such termination is on account of Buyer's default, provided Seller is not then also in default hereunder, Seller shall retain the Deposit as agreed liquidated damages and not as a penalty, it being expressly acknowledged by the parties that Seller's actual damages in that event would be difficult or impossible to ascertain with accuracy.

8. Kucellaneo11S.

(a) Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and may not be modified or terminated except by a writing executed by the party so to be charged.

(b) Assigns. Buyer may assign its rights under this Agreement to a party or entity controlled by or related to Buyer; provided however, that no such assignment shall relieve Buyer of its obligations to Seller hereunder. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns.

( c) Notices. All notices and demands of any kind which either party may be required or may desire to serve upon the other party in connection with this Agreement shall be in writing and served to the party to be served at the address or facsimile number shown below (or at such other address or facsimile number as the party in question shall have previously furnished in writing). Any such notice shall be deemed effective either: (i) immediately upon hand delivery to the intended recipient, (ii) the next business day after having been deposited into the custody of a nationally recognized overnight courier, (iii) three (3) business days after having been sent by prepaid certified United States mail, return receipt requested, or (iv) immediately upon receipt of confirmation of facsimile transmission (with a copy subsequently delivered by one of the methods set forth in (i) through (iii) above).

As to Byyer: Westbrook Center, LLC c/o JPM Development, LLC 4110 Southpoint Blvd. Suite 206 Jacksonville, Florida 32216 Facsimile Number: (904) 513-9285

5

With a copy to: Broad and Cassel Attn: Pamela M. Brown, Esq. 390 North Orange Ave. Suite 1400 Orlando, FL 32801-4961 Facsimile Number (407) 650-0933

As io Seller:

(d) Attorney's Fees: In the event of any litigation between the parties to enforce the provisions of this Agreement, including any action for specific performance hereof, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys fees, incurred therein by the prevailing party, all of which may be iricluded in and as a part of the judgment rendered in such litigation.

(e) Commissions. The property is listed with Charles Rutenberg Realty, Barbara Favreau, listing agent A total commission of 4% will be paid on this transaction by the sellers. The listing agent, Barbara Favreau will receive 2% and the buyer's agent, Lisa Ulrich will receive 2%, both agents to be paid at closing of said property.

(t) Further Assurances, etc. Seller and Buyer shall, whether before, at or after the Closing, execute and deliver such further documents and perform such other acts as may be reasonably requested by either party in order to fully implement the purposes and terms of this Agreement.

(g) Section 1031 Exchange. Either Seller or Buyer shall have the right to treat this Property as part ofa tax-deferred like-kind exchange under Section 1031 of the Internal Revenue Code and, to that end, shall have the right to assign or otherwise alter this Agreement in order to accomplish that objective, provided the net economic effect (including exposure to liability) shall be essentially the same as under this original Agreement. ·

(h) Confidentiality. Buyer and Seller agree to keep the terms and provisions of this Agreement in strict confidence; provided, however, that either party may disclose such terms to its employees, officers, shareholders, financial advisors, consultants, partners, affiliates, lenders and attorneys who need to know such terms for the purposes of evaluating the proposed transaction. !>

' . .:r .. ,\'1 s, 2 c)l

· (i) Offer and Acceptance; Effective Date. This Agreement is~=~~ i< 1Je.lrl Buyer to Seller, and unless it is accepted by Seller and returned to Buyer not later than , this offer by Buyer shall, at Buyer's sole discretion, be void and of no further force or effect. The "Effective Date" of this Agreement shall be the date by which both Seller and Buyer have signed this Agreement and, if applicable, have initialed any changes either party might have made herein.

6

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EXHIBIT A

9THAVENW 9THAVENW

' I

n eP£&T'i I I

:HLENBACHER RO ···--· · MEHl:ENBAetER RD

Property consists of the three Pinellas County Parcel ID numbers:

PARCEL ID# 28-29-15-30546-002-0100 PARCEL ID# 28-29-15-30546-002-0160 PARCEL ID# 28-29-15-30546-002-0180

2013 LOCAL GO\l'EIL'\"ME..:'1 VERIFICA TIOX OF CONTRIBUTION - GRA.'1'ff FORM

Name of Development: Ibis Pointe ~-----------~~---~----~---~ NE Comer of Mehlenbacher Road and 10th St NW Largo. FL

De\-elopmeat Location: (At a miaiDun, pvvide lbe-addl=-ress-111-'ID-:-M-,-.:--er.t--,--name--ad-:-:city~. -11or-=·-~-~· """'lbe,,...-street--mme,--o.,--losest---desi..,......,ipll--lled-,-,-illk--SMC--,.tii-1111-md~eil=-=-"'er~the

city (lf1-lld witbinacily) QC'eoonty (lf loc:all!din fie~ llel of die coauty). lflht DewJopsumt amsislS of~ Sites, lbe Dewlopmd uaiioo ~ lbow!.111115t reflect die s.::.tta'ed Sile~ lbe Dewlopmellt Iocatm Poiatis loc8ted.)

On or before the Appocation Deadline. lhe City/County of l.af90 committed (Name of City er c.ounty)

$ -, s; eo C> as a grant {O the Applicant for its nse solely for assisting the ptoposed IJc\.-elopment refetcoced above. The City/County does not expect to be repaid or reimbursed by the Applicant,. or any other entity. provided the fuud,s are expended solely for the Development referenced above; No c<JDSidemion or promise ·Of consideration bas been given with respect to the grant. For purposes of the foregoing. the promise of PJ.'()viding affordable housing does not constinrte considenltion. This !tfant is effective as of the Application Deadline referenced above. and is provided specificaHy with respect to the proposed Development.

The source of the {l!'llnl is: _....;<$~..;...H--<-l+t-='-,.----,-==--=-=---:------------1 . (e.g., SHIP, HOME, COBO)

CER'lmCATIO:N"

I certify that the foregoing information is true and correct and that this commitment is effective at least through June 30.2014.

Print or Type itle

This certificalioo umst be signed by the chief appointed official (staff} ~ble for such approvals. Mayor. City Manager. C~ Managel1Admiaistntor/Coordinator. Cllaiipenon of the City CounciliCommission or ChahpenoB of the BoaJd.of County C'ommissjoncirs. If the conm"butioo i$1iom a Land Authority o.rpiUzed pursuaut to Cllapter .i80.0663. Florida S1atutes, dlis certification DlDlt be sip.eel by the Chair of the land AUlhority. One of the autbGrized petSOJtS named abo\--e may sigll this form for cmifialtioll of state, federal or Local Government funds initially obtained by or derived from a Local Go\'l!.!'IUDeDt that is directly administered by an intennediary such as a hoosing finauce audiority. a conmJlmity reinvestment corporatioo, or a statecatified Co.ummity Hou.sing Dewlopmeo.t Orp1izatian (ClIDO). Other signatories are .oot acceptabl.e. The Applicant will aot i:eceiw. aedit for tbis cootriburion if the c:ertifkalion is improperly signed. To be considered fot points. the am>UDt of the cootn"bution slated oil this form must be a precise dollar amount and caODOt include words such as estimated., Up to, umimnmot; not to exceed, etc.

If die AppJkarion is not eligible for automatic points. this contribution will not be considered if the certification contains cotreclions or 'white-out' or if the certification is altered or retyped. The certification may be photocopied.

Please note: This form may be modified by Florida Hot1Sing Fiwmce Corporatio11 per Section 6i-60.00S, F .AC.

NOT

APPLICABLE

~PNC REAL ESTATE

October 28, 2013

Mr. Brian Parent Winter Haven Residences, L.P. C/O JPM Development LLC 4110 Southpoint Blvd., #206 Jacksonville, FL 32216

RE: Ibis Pointe (the "Property") Winter Haven Residences, L.P. (the "Partnership")

Dear Mr. Parent,

Thank you for the opportunity to present this letter of intent to make an equity investment in your Partnership, subject to preliminary and final investor approval. This letter of intent, which is being provided on a "Best Efforts" basis, outlines certain terms and conditions that would be the basis of a partnership agreement (the "Partnership Agreement"), to be entered into among the general partner(s) listed below, an equity fund sponsored by PNC Bank, National Association ("PNC"), as the limited partner (the "Limited Partner") and a corporation affiliated with PNC as the special limited partner (the Special Limited Partner").

Based on the information you provided to us, we have prepared this letter of intent under the following terms and assumptions:

1. PARTNERSHIP TAX CREDITS

Annual Forecasted Tax Credit: Anticipated dollar amount of housing credit allocation to be purchased:

2. CAPITAL CONTRIBUTIONS TO THE GENERAL PARTNER

$1,100,000 $1,099,890

A. The Investment Limited Partner and will purchase 99.99% of the forecasted tax credits at a rate of $.94 per allocated tax credit dollar credit (the "Investment Limited Partner's Capital Contribution"), assuming the foregoing material assumptions are accurate and subject to the terms set forth in this letter and the Partnership Agreement to be entered into prior to payment of any installment below. The total Capital Contribution will be rounded to the nearest dollar and is expected to be $10,338,966 payable in installments. Each installment is due within five (5) business days of the Investment Limited Partner's receipt and approval of documentation evidencing the satisfaction of the installment's and all previous installments' conditions as follows:

1) 3,618,638 or 35% (the "First Installment") paid prior to or simultaneously with the closing of construction financing;

2) $2,584,742 or 25% (''the Second Installment") upon 50% construction completion;

Winter Haven Residences LP Letter of Intent

October 28, 2013 Page 2 of7

3) $2,067,793 or 20% ("the Third Installment") upon 75% construction completion;

4) $1,033,896 or 10% (the "Fourth Installment") upon construction completion;

5) $1,033,897 or 10% (the "Final Installment") upon the latest of receipt ofIRS Forms 8609, 95% physical occupancy, 100% initial tax credit occupancy, cost certification, permanent loan commencement or conversion, or property stabilization.

Funds from installments one, two and three will be paid prior to construction completion for a total of $8,271,173.

B. The Capital Contribution shall be applied by the Partnership first to direct development costs, then to the payment of the development fee (the "Development Fee"). To the extent the Capital Contribution or net cash flow is not sufficient to pay the full Development Fee within ten years of the construction completion date, the General Partner shall be obligated to contribute capital to the Partnership to enable it to pay the remaining balance.

3. DISTRIBUTION OF NET CASH FLOW

A. Net cash flow, generated by the Property after payment of operating expenses, debt service and replacement reserve deposits, shall be distributed within 45 days of the end of the fiscal year, prior to the first full year of operations, 100% to the General Partner, and beginning in the first full year of operations, as follows:

i) To the Investment Limited Partner $75 per unit as a cumulative annual investor services fee, increasing 3% annually;

ii) To the Investment Limited Partner as reimbursement for any debts or liabilities owed to the Investment Limited Partner;

iii) To the developer as payment of the Development Fee until payment in full of the Development Fee;

iv) To the General Partner $150 per unit, as a cumulative annual partnership management fee, increasing 3% annually;

v) To the Investment Limited Partner, to the extent that any Partnership taxable income is allocated to the Investment Limited Partner in any year, cash flow equal to 40% of the taxable income;

vi) To the General Partner as reimbursement for operating deficit loans made to the Partnership and owed to the General Partner;

vii) Finally, any remaining net cash flow shall be distributed 80% to the General Partner and 20% to the Investment Limited Partner.

4. DISTRIBUTION OF NET CASH PROCEEDS UPON SALE OR REFINANCING

A. The net cash proceeds upon sale or refinancing shall be distributed in the following order:

i) To the payment of all debts and liabilities of the Partnership, excluding those owed to Partners, and to the establishment of any required reserves;



ii) To the payment of any debts and liabilities owed to the Investment Limited Partner;

iii) To the payment of any fees, debts, and liabilities owed to the General Partner and any unpaid partnership management fees for such year;

iv) The balance, 80% to the General Partner, and 20% to the Investment Limited Partner.

B. For a period of one year after the expiration of the initial compliance period, the General Partner may commence marketing the Property or may have the option to purchase the Investment Limited Partner's interest for a purchase price equal the fair market value of the Investment Limited Partner's interest. Fair market value shall be determined in accordance with the Partnership Agreement.

At any time after the year following the initial compliance period, PNC and the General Partner may commence marketing the Property. If PNC receives a bona fide offer to purchase the Property, PNC will forward a copy of the offer to the General Partner. If the General Partner chooses to refuse the offer, the General Partner will purchase the Investment Limited Partner's interest for a purchase price equal to the net proceeds pursuant to Section 5 ifthe offer had been accepted.

5. DISTRIBUTION OF BENEFITS

Profits, losses and tax credits will be allocated 99.99% to the Investment Limited Partner based on the percentage of limited partner interest to be acquired. In the first year of operations when the net cash flow is allocated I 00% to the General Partner, any taxable income will be allocated to the General Partner in the same proportion as the net cash flow distribution.

6. GENERAL PARTNER OBLIGATIONS

A. Construction Completion Obligations The General Partner and the Developer shall guarantee lien-free construction completion of all improvements substantially in accordance with the approved plans and specifications. The General Partner and the Developer shall fund any development cost overruns through permanent loan(s) commencement/conversion and such overruns will not be reimbursed by the Partnership.

The General Partner shall provide copies of each draw request, change orders and all supporting documentation to the Investment Limited Partner simultaneously with submission to the construction lender. The Investment Limited Partner shall have the right to approve change orders in excess of$25,000. If the general contractor is not an affiliate of the General Partner, the construction contract shall be a fixed price contract and the general contractor shall be bonded in a manner satisfactory to the Investment Limited Partner.

B. Operating Deficit Guaranty and Operating Reserve Account The General Partner shall guarantee the funding of any operating deficits for operating or fixed costs for 60 months following the later of the break-even operations or permanent mortgage loan commencement or conversion in a maximum amount to subject to the Investment Limited Partner's due diligence review.

C. Replacement Reserve Account The Partnership shall deposit monthly into a replacement reserve account no less than $250 per unit occupied at conversion (the "Replacement Reserve Account"). The Replacement Reserve



Account shall be used to fund the replacement of major capital improvements, and disbursements shall require annual notification of anticipated expenditures and prior written approval of unanticipated expenditures.

D. Tax Credit Adjustments

i) If the annual actual tax credits allocated on the Carryover Allocation or Form(s) 8609 is less than the forecasted tax credits stated in Section 1, then the Capital Contribution shall be reduced in an amount equal to the total tax credit shortfall to the Investment Limited Partner multiplied by the price paid for the tax credits.

ii) If the annual actual tax credits allocated on Form(s) 8609 is greater than the forecasted tax credits stated in Section I (the "Additional Credit"), then the Capital Contribution shall be increased in an amount equal to the Additional Tax Credit multiplied by the price paid for the tax credits, and paid pro rata over the remaining Installments. This adjustment combined with all other upward adjustments shall be limited to I 0% of the Capital Contribution.

iii) For each additional $1.00 of tax credit delivered in the first years beyond the amount projected in this letter, the ILP shall pay an additional equity amount per tax credit dollar to be determined by Investment Limited Partner during due diligence. The additional capital shall be paid pro rata over the remaining Installments.

iv) If the amount of actual tax credit in any year after construction completion is less than the amount offorecasted tax credit in Section 2 (except for reasons stated in item 6(D)(i) above), the Capital Contribution shall be reduced by an amount equal to the tax credit shortfall amount multiplied by the price paid for the tax credits, plus the amount of any recapture, interest or penalty (a "Reduction Amount").

v) If any Reduction Amount cannot be paid from the Capital Contribution, the General Partner shall pay the Reduction Amount. Reduction Amounts not paid upon demand shall accrue interest at the prime rate as published in the Wall Street Journal plus 2%.

E. Net Worth and Guarantee Requirements All obligations of the General Partner shall be guaranteed by person(s) or entities ("Guarantor(s)") acceptable to the Investment Limited Partner and with sufficient net worth and liquidity.

7. CONDITIONS

A. Property The Property will be a 64- unit new construction development located in Largo, Pinellas County, Florida.

B. Tax Credit Allocation The Partnership may elect to defer the use of tax credits for any individual building which is not I 00% tax credit qualified by December 31 of the year in which it is placed in service, at the Investment Limited Partner's discretion. It is assumed that IRS form 8609 will be issued subsequent to the anticipated placed-in-service deadline.

C. Tax Credit Occupancy



The Partnership must comply with the 40/60 minimum set-aside test (a minimum of 40% of the units must be rented to tenants with incomes less than 60% of area median, adjusted for family size).

D. Construction and Permanent Financing The General Partner shall provide to PNC for its review and approval, copies of the loan commitments and loan documents for all financing sources, which are assumed to be from qualified commercial lenders and qualify for the 9% tax credit applicable percentage.

E. Property Management Agent

i) The General Partner shall provide or cause the Property management agent to provide management reports to the Investment Limited Partner in a timely manner concerning operations, occupancy and other information essential to the management of the Property.

ii) Upon the occurrence of certain events, including any material violations, negligence or misconduct or inadequate reporting, the Special Limited Partner will have the option to replace the Property management agent. All Property management agreements will include a termination clause allowing either the General Partner or the Property management agent to terminate the agreement by giving a 30-day advance written notice to the other party.

F. Repurchase Obligations The Investment Limited Partner shall not be required to advance any unpaid Installments and the General Partner may be required to repurchase the Investment Limited Partner's interest for the invested amount. Conditions for repurchase shall include: construction completion, break-even operations or permanent loan closing(s)/conversion(s) are not achieved or other tax credit compliance conditions are not met in a reasonable time period.

G. Insurance Obligations The Partnership will provide the following insurance policies: i) an extended ALT A owner's title insurance policy in an amount not less than the permanent mortgage(s), the General Partner's and Investment Limited Partner's capital contributions, with all standard exceptions deleted or approved and with Fairways, non-imputation and other requested endorsements; ii) commercial general liability insurance in the minimum amount of $5,000,000 naming the Investment Limited Partner as named insured party of which not more than $2,000,000 is through an umbrella policy; (iii) builder's risk insurance through construction completion, and all risk or fire and extended coverage and, if necessary, earthquake, hurricane and flood insurance, all policies in a minimum amount equal to full replacement value; (iv) workers' compensation as required under state law; (v) business interruption insurance coverage equal to one full year's gross rental income or as acceptable to the Investment Limited Partner; and (vi) any other insurance as may be necessary or customary.

H. Accountant's Obligations The General Partner shall provide or cause the Partnership's accountant to provide the following annual reports: i) federal and state tax returns for the previous year (including all supporting documentation necessary to verify the calculation of the tax credit) by February 28th and ii) annual audited Partnership financial statements (including all supporting documentation) by March 1 •1• Any delays beyond the designated due date may result in a $100 per day penalty to the



Partnership. The Partnership Accountant shall review and approve the basis and benefits calculations prior to the payment of the First Installment.

I. General Partner Removal The Partnership Agreement shall contain provisions for the removal of the General Partner with cause.

8. DUE DILIGENCE PERIOD

The General Partner grants the Investment Limited Partner the exclusive right to acquire the Partnership interest commencing on the date of the initial execution of this letter of intent and terminating 60 days after receipt of the documents necessary to complete the due diligence review.

Our agreement to make the investment described in this letter of intent is subject to the accuracy of the information you have provided to us and our mutual agreement on the terms of the closing documents and review of customary due diligence which shall include those items specifically referenced in the PNC commitment for construction and term financing sent under separate cover.

This letter of intent does not expire before June 30, 2014.

This letter of intent is not a commitment and is subject to PNC's underwriting, due diligence review, and market conditions at the time a letter of intent is issued following the tax credit award. During the due diligence period, PNC will conduct a due diligence review and negotiate with the General Partner, in good faith, any open terms of this letter of intent. The due diligence period will commence upon receipt by PNC of all Property and Partnership documents identified in the syndication binder. The due diligence review will include, without limitation, the verification of factual representations made by the General Partner, a review of the Property and Partnership documents, a site visit and an evaluation of the following: the experience and expertise of the General Partner, general contractor, architect and Property management agent; Property area market; an appraisal of the Property; the construction schedule' the total development budget; the residual potential of the Property and capital account analysis; Phase I environmental assessment and all subsequent reports and other relevant factors. PNC may also commission consultants to perform market analysis, construction, insurance and environmental reviews. The General Partner and PNC acknowledge that no legally enforceable relationship shall exist between General Partner and PNC unless and until the Acquisition Review Committee of PNC shall have approved the proposed transaction, and the parties shall have executed the Partnership Agreement and the other transaction and financing documents contemplated herein.

Should you have any questions, please do not hesitate to call (706) 653-9566. We look forward to working with you on this and future transactions.

Sincerely,

PNC BANK, N.A.

By:_~---John N. Nunnery Vice President

cc: Tricia Hurley, File

Agreed and Accepted:



WINTER HA VEN RESIDENCES, LP

WINTER HA VEN RESIDENCES GP LLC

By:---~----_Li-_ Brian Parent Managing Member

Date: /0 {i(' Jc>

~PNC REAL ESTATE

October 28, 2013

Mr. Brian Parent Winter Haven Residences, LP CIO JPM Development LLC 4110 Southpoint Blvd., #206 Jacksonville, FL 32216


Dear Mr. Parent,

I am pleased to provide you with PNC Bank's (the "Lender") commitment to provide a $3,100,000 Construction Loan converting to a $1,300,000 Term Loan (the "Credit Facility") for Ibis Pointe, a 64-unit new construction affordable housing development located in Largo, Pinellas County, Florida, subject to the following tenns and conditions:

Borrower

Guarantor(s)

Credit Facility

TennofLoan

Winter Haven Residences, LP, a Florida limited partnership (the "Borrower"). The Construction Loan shall be full recourse to the Borrower until conversion to the Term Loan.

Guarantees of completion and repayment during the development period shall be provided by persons or entities acceptable to the Lender. A limited recourse guaranty covering typical carve outs and environmental issues will be required during the permanent stage.

Construction Loan: $3,l 00,000

Term Loan: $1,300,000

The Construction Loan period will be two years. Upon satisfaction of all of the conditions for converting the construction loan to the Term Loan provided by Lender the Term Loan will be 15 years. The Term Loan will be based on an amortization of thirty (30) years. The Forward Committed Term Loan is being provided by PNC as an approved Freddie Mac Program Plus Seller/Servicer.

Interest Rates/

Rate Lock

Commitment Fees (Paid at Closing)

Collateral

Environmental Indemnity

Appraisal Reports and Debt Service Coverage

Winter Haven Residences, LP Proposal Letter

October 28, 2013

Construction Loan: Prime plus 300bps (floating over tenn of Construction Loan as Prime changes)

Tenn Loan: Approximately 350 basis points over the 10 Year U.S. Treasury Security. The final permanent interest rate will be determined at the time of rate lock, which will occur prior to the construction loan closing

In order to lock the interest rate for the permanent loan, you must provide us with a refundable rate lock deposit equal to 3% of the loan amount This deposit will be returned following the conversion of the permanent loan, or it will be retained by Lender in the event that the permanent loan does not close. In addition, Borrower must provide a promissory note to Lender at the time of rate lock in the amount of 5% of the permanent loan amount. This note will be secured by a second deed of trust against the Property. The note will be returned to Borrower upon the funding of the permanent loan and the deed of trust will then be released.

Construction Loan: Tenn Loan:

1.00% 1.00%

The Credit Facilities shall be secured by a first priority fee mortgage on the land associated with the Project and all improvements to be constructed thereon. First priority assignment of leases, rents and income from the Project. First priority perfected assignment of the construction contract, subcontracts, architectural agreements, plans and specifications, permits and all other construction-related documents. First priority perfected security interest in all other assets of the Borrower related to the Project.

The Borrower, Guarantor and other persons or entities specified by Lender shall indemnify and hold the Lender harmless from all liability and costs relating to the environmental condition of the Project and the presence thereon of hazardous materials.

Lender must receive an appraisal report ("Appraisal Report") satisfactory to it in all respects within 90 days prior to the Construction Loan closing date. The Appraisal Report will be ordered by Lender from an appraisal firm selected by Lender which has either the "M.A.I." designation or is State Certified. The maximum loan-to-value based upon achievable restricted rents is 90%, and the debt service coverage ratio shall be consistent with Lender's policies.

2

Subordinated Debt

Conversion Requirements

Representation Warranties, and Documentation .

Closing


October 28, 2013

In addition to the construction and tenn loan, subordinated debt will be allowed subject to advance written consent of the Lender. All secondary financing shall be subordinate in all respects to the Lender's loans.

Before converting to the Tenn Loan, the Project shall achieve and maintain at a minimum 90% physical occupancy and an annualized 1.15 to 1 debt service coverage on the first mortgage debt and a combined 1.10 to 1 debt service coverage for all debt for a period of90 consecutive days. Lender may, if necessary, reduce the amount of the Term Loan to that level which produces the required debt service coverage in the event stabilized net operating income is less than projected. The costs of updated third party reports, including an updated appraisal, shall be borne by the Borrower.

Standard representations and warranties, tenns and conditions, and loan documents as are typical in this type of financing as may be required by Lender. Borrower will make usual representations and warranties as of the Construction Loan closing and the date of conversion to the Term Loan and in connection with each advance including, but not limited to, corporate existence, compliance with laws, enforceability, true title to properties, environmental protection, no material litigation, BRISA compliance, insurance, absence of default and absence of material adverse change, and availability of low income housing tax credits.

Lender's obligation to close the Credit Facilities is subject to the Lender's receipt of all necessary fees and closing costs and review of the following reports and information, all of which are to be in form and substance satisfactory to Lender and which shall be provided no later than ninety (90) days from the date the tax credits are reserved or allocated: plans and specifications and construction contract (providing for payment and performance bonds as may be required by Lender) approved by Lender's inspecting architect; final budget demonstrating adequate funds to develop the Project from sources acceptable to Lender; Phase I environmental report; title insurance; survey; zoning; permits; opinions of counsel; evidence of reservation or allocation of tax credits; market study demonstrating feasibility satisfactory to Lender; financial statements of, and other information relating to the business activities of, sponsor, developer, guarantors and any principal with a material financial ownership interest in the Project or the foregoing parties, (collectively the "Development Parties"), which is satisfactory to Lender; satisfactory progress and performance of other projects developed by the Development Parties and absence of prior default by any of the Development Parties with respect to any credit or equity facility provided by Lender; and such other information which Lender may require or which are customary in similar transactions.

3

~.

Loan Call Protection

Assignment

Expiration


October 28, 2013

The executed loan documents will contain prepayment lockout, defeasance, yield maintenance and/or prepayment penalties.

Borrower may not assign this commitment or any interest therein without the consent of the Lender.

This firm commitment shall expire automatically the earlier of June 30, 2014 or when the BotTOwer is informed that it did not receive an allocation of tax credits, unless extended in writing by Lender.

Lender's obligation to provide the requested financing is expressly conditioned on the fact that no information submitted to Lender in connection with the Credit Facilities shall prove to be false or misleading in any material respect, and that no bankruptcy, insolvency, receivership, or any other debtor's relief proceedings shall be commenced by or against the Borrower.

Thank you for the opportunity to be of service to you. Should you have any questions, please do not hesitate to contact me.

Sincerely,

John N. Nunnery

Vice President PNC Bank, N.A.

Agreed to and accepted:

Winter Haven Residences, LP

By: Winter Haven Residences GP~ LLCA

Its: ~y~~ f'_r-Name: Brian Parent

Title: Managjng Member·

Date: 10 f ub:J

4

~PNC REAL ESTATE

October 28, 2013

Mr. Brian Parent Winter Haven Residences, LP CIO JPM Development LLC 4110 South point Blvd., #206 Jacksonville, FL 32216


Dear Mr. Parent,

I am pleased to provide you with PNC Bank's (the "Lender") commitment to provide a $3,100,000 Construction Loan converting to a $1,300,000 Term Loan (the "Credit Facility") for Ibis Pointe, a 64-unit new construction affordable housing development located in Largo, Pinellas County, Florida, subject to the following terms and conditions:

Borrower

Guarantor( s)

Credit Facility

Term of Loan

Winter Haven Residences, LP, a Florida limited partnership (the "Borrower"). The Construction Loan shall be full recourse to the Borrower until conversion to the Term Loan.

Guarantees of completion and repayment during the development period shall be provided by persons or entities acceptable to the Lender. A limited recourse guaranty covering typical carve outs and environmental issues will be required during the permanent stage.

Construction Loan: $3,100,000

Term Loan: $1,300,000

The Construction Loan period will be two years. Upon satisfaction of all of the conditions for converting the construction loan to the Term Loan provided by Lender the Term Loan will be 15 years. The Term Loan will be based on an amortization of thirty (30) years. The Forward Committed Term Loan is being provided by PNC as an approved Freddie Mac Program Plus Seller/Servicer.

Interest Rates/

Rate Lock

Commitment Fees (Paid at Closing)

Collateral

Environmental Indemnity

Appraisal Reports and Debt Service Coverage


October 28, 2013

Construction Loan: Prime plus 300bps (floating over tenn of Construction Loan as Prime changes)

Tenn Loan: Approximately 350 basis points over the 10 Year U.S. Treasury Security. The final pennanent interest rate will be detennined at the time of rate lock, which will occur prior to the construction loan closing

In order to lock the interest rate for the pennanent loan, you must provide us with a refundable rate lock deposit equal to 3% of the loan amount. This deposit will be returned following the conversion of the pennanent loan, or it will be retained by Lender in the event that the pennanent loan does not close. In addition, Borrower must provide a promissory note to Lender at the time of rate lock in the amount of 5% of the pennanent loan amount. This note will be secured by a second deed of trust against the Property. The note will be returned to Borrower upon the funding of the pennanent loan and the deed of trust will then be released.

Construction Loan: Tenn Loan:

1.00% 1.00%

The Credit Facilities shall be secured by a first priority fee mortgage on the land associated with the Project and all improvements to be constructed thereon. First priority assignment of leases, rents and income from the Project. First priority perfected assignment of the construction contract, subcontracts, architectural agreements, plans and specifications, permits and all other construction-related documents. First priority perfected security interest in all other assets of the Borrower related to the Project.

The Borrower, Guarantor and other persons or entities specified by Lender shall indemnify and hold the Lender hannless from all liability and costs relating to the environmental condition of the Project and the presence thereon of hazardous materials.

Lender must receive an appraisal report ("Appraisal Report") satisfactory to it in all respects within 90 days prior to the Construction Loan closing date. The Appraisal Report will be ordered by Lender from an appraisal finn selected by Lender which has either the "M.A.I." designation or is State Certified. The maximum loan-to-value based upon achievable restricted rents is 90%, and the debt service coverage ratio shall be consistent with Lender's policies.

2

Subordinated Debt

Conversion Requirements

Representation Warranties, and Documentation ,

Closing


October 28, 2013

In addition to the construction and term loan, subordinated debt will be allowed subject to advance written consent of the Lender. All secondary financing shall be subordinate in all respects to the Lender's loans.

Before converting to the Term Loan, the Project shall achieve and maintain at a minimum 90% physical occupancy and an annualized I. I 5 to I debt service coverage on the first mortgage debt and a combined I. I 0 to I debt service coverage for all debt for a period of 90 consecutive days. Lender may, if necessary, reduce the amount of the Term Loan to that level which produces the required debt service coverage in the event stabilized net operating income is less than projected. The costs of updated third party reports, including an updated appraisal, shall be borne by the Borrower.

Standard representations and warranties, terms and conditions, and loan documents as are typical in this type of financing as may be required by Lender. Borrower will make usual representations and warranties as of the Construction Loan closing and the date of conversion to the Term Loan and in connection with each advance including, but not limited to, corporate existence, compliance with laws, enforceability, true title to properties, environmental protection, no material litigation, ERISA compliance, insurance, absence of default and absence of material adverse change, and availability of low income housing tax credits.

Lender's obligation to close the Credit Facilities is subject to the Lender's receipt of all necessary fees and closing costs and review of the following reports and information, all of which are to be in form and substance satisfactory to Lender and which shall be provided no later than ninety (90) days from the date the tax credits are reserved or allocated: plans and specifications and construction contract (providing for payment and performance bonds as may be required by Lender) approved by Lender's inspecting architect; final budget demonstrating adequate funds to develop the Project from sources acceptable to Lender; Phase I environmental report; title insurance; survey; zoning; permits; opinions of counsel; evidence ofreservation or allocation of tax credits; market study demonstrating feasibility satisfactory to Lender; financial statements of, and other information relating to the business activities of, sponsor, developer, guarantors and any principal with a material financial ownership interest in the Project or the foregoing parties, (collectively the "Development Parties"), which is satisfactory to Lender; satisfactory progress and performance of other projects developed by the Development Parties and absence of prior default by any of the Development Parties with respect to any credit or equity facility provided by Lender; and such other information which Lender may require or which are customary in similar transactions.

3

Loan Call Protection

Assignment

Expiration


October 28, 2013

The executed loan documents will contain prepayment lockout, defeasance, yield maintenance and/or prepayment penalties.

Borrower may not assign this commitment or any interest therein without the consent of the Lender.

This firm commitment shall expire automatically the earlier of June 30, 2014 or when the Borrower is infonned that it did not receive an allocation of tax credits, unless extended in writing by Lender.

Lender's obligation to provide the requested financing is expressly conditioned on the fact that no infonnation submitted to Lender in connection with the Credit Facilities shall prove to be false or misleading in any material respect, and that no bankruptcy, insolvency, receivership, or any other debtor's relief proceedings shall be commenced by or against the Borrower.

Thank you for the opportunity to be of service to you. Should you have any questions, please do not hesitate to contact me.

Sincerely,

John N. Nunnery

Vice President PNC Banlc, N.A.

Agreed to and accepted:

Winter Haven Residences, LP

By: Winter Haven Residences GP~ LLCA

Its: Gen~y~arm~ f _;--

4

Name: Brian Parent

Title: Managing Member ·

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