IN WITNESS WHEREOF, the Buyer has executed this Indemnity and Release Agreement dated the date written above. , a By:

Transcription

1 cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which Indemnitor ever had, now has, or which Indemnitor hereafter can, shall or may have, against the Indemnified Parties, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly, to the Poinciana Village Project, the Sawyer s Walk Project, the Poinciana Lease, the Sawyer's Walk RFP and the Settlement Agreement. 4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without giving effect to the choice of law provisions thereof. 5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. IN WITNESS WHEREOF, the Buyer has executed this Indemnity and Release Agreement dated the date written above. Witnesses INDEMNITOR: Print Name, a By: Name: Title: Print Name STATE OF FLORIDA ) ) SS COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of, 2011 by, as, a, on behalf of said. He/She is personally known to me or has produced as identification. 144

2 NOTARY PUBLIC State of Florida at Large My Commission Expires: 145

3 EXHIBIT A POINCIANA VILLAGE PROJECT LEGAL DESCRIPTION 146

4 147

5 EXHIBIT B SAWYER S WALK PROJECT LEGAL DESCRIPTION 148 # _v1

6 EXHIBIT J FIRST SOURCE HIRING AGREEMENT (CONSTRUCTION) THIS AGREEMENT is made this day of July, 2011, by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section , Florida Statutes (the "CRA") and SAWYER'S WALK, LTD., a Florida limited partnership (the "Developer"). RECITALS A. The CRA was formed for the purpose of removing slum and blight in the Southeast Overtown/Park West Project area (the "CRA Redevelopment Area") and to promote redevelopment and employment within the CRA Redevelopment Area. B. The CRA is the owner of property located within the CRA Redevelopment Area which is more particularly described in Exhibit "A1" and Exhibit "A2" attached hereto and made a part hereof (the "Property"). C. Developer intends to develop the Property (the "Project") as more particularly described in Section 3.1 of the Amended and Restated Southeast Overtown/Park West Lease and Development Agreement (the "Lease Agreement"). D. Simultaneously with the execution of this Agreement, the CRA and the Developer have entered into the Lease Agreement. E. Developer has agreed to enter into this Agreement in order to induce the CRA to enter into the Lease Agreement. NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 149

7 SECTION 1. DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings. All definitions include both the singular and plural form. Capitalized terms not specifically defined herein are as defined in the Lease Agreement. "Agency" shall mean the South Florida Work Force, a state and federally funded 501(c)(3) organization, or a similar community-based organization reasonably acceptable to the CRA. In the event the Agency ceases to exist, upon request of CRA or the Developer, the Developer shall select a similar entity capable of handling the responsibilities designated to the Agency hereunder, reasonably acceptable to the CRA. The Developer may depend on the Agency to determine economic status (low-income, unemployed, etc.), residency, and other vital information of applicants or employees and may rely on all such determinations by the Agency for all purposes hereunder. "Agreement" shall mean this First Source Hiring Agreement in its entirety. "City" shall mean the City of Miami, Florida. "County" shall mean Miami-Dade County, Florida. "Construction Contract" shall mean a contract with a total contract value of $250,000 or more related to the construction of each Phase of the Project or part thereof. "Construction Contract" shall not include lease agreements or contracts related to operations of ongoing business at the Project. "Construction Contractor" shall mean a prime contractor, a subcontractor, or any other business entering into a Construction Contract for the respective Phase of the Project. 150

8 "Construction Phase" shall mean the period of time beginning with the commencement of construction of the Phase and ending upon the issuance of a certificate of completion for that Phase. "Full Time Employee" shall mean an individual employed for a minimum of thirty-five (35) hours per standard five-day work week, receiving all of the employee benefits offered by the respective employer to other similarly employed individuals. "Low to Moderate-Income Individual" shall mean (i) an individual whose household income is no greater than 80% of the median income for the County based on the local Census data, or (ii) an individual who is unemployed. "Qualifying Individuals" are Low to Moderate-Income Individuals who are Residents. The Developer may depend on the Agency to determine whether individuals are Qualifying Individuals, as well as their employment, economic status, residency, and other vital information of applicants, or employees and may rely on all such determinations by the Agency for all purposes hereunder. "Residents" shall mean residents of the CRA Redevelopment Area or the City. "Site" or "on-site" shall mean within the boundaries of the Project. SECTION 2. HIRING AND MINORITY EMPLOYMENT PROGRAM 2. 1 Community Outreach. This section is intended to develop reliable resources for community outreach associated with exceeding a participation goal of thirty percent (30%) for new job opportunities for Qualifying Individuals during the Construction Phase of each Phase of the Project, including the prescreening of resumes and the operation of training programs that will develop the necessary skills to facilitate the employment of Qualifying Individuals. This section aims to accomplish these goals by (i) holding events, at least annually, that provide 151

9 adequate notice to Residents of job opportunities, and (ii) collaborating with community-based organizations and other groups to ensure that appropriate training programs are developed and offered to Residents to establish (a) a mechanism whereby Qualifying Individuals can receive job training in the skills requested by employers for the Project, and (b) a system for prompt reliable pre-screening and referral of applicants to employers as jobs become available Construction Phase During the Construction Phase of each Phase of the Project, the Developer shall utilize the services of the Agency for community outreach in striving to meet or exceed a goal of thirty percent (30%) for new job opportunities for Qualifying Individuals For each Construction Contract, Developer shall use commercially reasonable efforts to require the Construction Contractor and each of the subcontractors retained by the Construction Contractor to provide employment opportunities generated by the Project to Qualifying Individuals, including, but not limited to, those who are participants in the Agency's training and employment programs, subject to (i) the Construction Contractor's or subcontractors' obligations pursuant to applicable laws, rules, regulations, and orders; (ii) pursuant to any collective bargaining or other employment or labor agreement; and (iii) the Construction Contractor s obligations to fill vacancies generated by the Project with (a) the Construction Contractor s employees from other jobs, and (b) persons laid off by the Construction Contractor within the last two (2) years. It is understood that jobs may be offered on the basis of qualifications. However, should qualifications be equal, Developer shall use commercially reasonable efforts to cause the Construction Contractor to offer such employment opportunities in the following order of priority, subject to the terms and conditions above: (a) to Residents of the CRA Redevelopment Area; and (b) to Residents of the City. 152

10 Developer shall use commercially reasonable efforts to cause each Construction Contractor to collaborate with the Agency to ensure that appropriate skills training programs are established with the objective of training Qualified Individuals for employment as part of the on-site construction work force for the Project For each Construction Contract, the Developer shall use commercially reasonable efforts to cause the Construction Contractor to notify the Agency on a monthly basis of (i) entry level and apprenticeship positions; (ii) union and non-union job openings resulting from the Construction Contract requirements; and (iii) the number of positions needed and the minimum qualifications required for each position For each Construction Contract, the Developer shall use commercially reasonable efforts to cause the Construction Contractor to utilize the Agency as the "first source" in identifying candidates for entry-level, apprenticeship, and union and non-union positions For each Construction Contract, the Developer shall use commercially reasonable efforts to cause the Construction Contractor to give preference and first consideration on the basis of qualifications; however, should qualifications be equal among candidates, the Developer shall use commercially reasonable efforts to cause the Construction Contractor, to the extent permitted by law and any existent labor agreements, and except as otherwise provided for in Section 1 hereof, to offer such employment opportunities in the following order of priority (a) to Residents of the CRA Redevelopment Area; and (b) to Residents of the City to fill entry level, apprenticeship, union and non-union positions For each Construction Contract, the Developer shall use commercially reasonable efforts to (i) cause the Construction Contractor to advertise or cause to 153

11 be advertised through: (a) the Agency; (b) local media; and (c) the City community television channel; and (ii) hold job fairs in the CRA Redevelopment Area seeking to attract Qualifying Individuals for training and employment at the Project; For each Construction Contract, the Developer further agrees to use commercially reasonable efforts to cause the Construction Contractor to use its commercially reasonable efforts to ensure that thirty percent (30%) or more of those individuals offered employment are Qualifying Individuals. As long as these persons remain employed, their positions will continue to be counted toward the thresholds of Developer's performance regardless of any change in their status as a Qualifying Individual. Annual thresholds shall be pro-rated monthly as required. In the event that the Agency is unable to identify Qualified Individuals for the unfilled positions needed by the Construction Contractor, any qualified person, irrespective of their status as Qualifying Individuals may be hired for the unfilled/targeted position The CRA acknowledges that all employees of the Project will be required to have the necessary employment skills, and meet the insurance policy requirements of the Project, including, but without limitation, requirements for a drug-free workplace. In addition, the CRA acknowledges that various employment opportunities may require union membership, and may require security clearances consistent with the Project s security policies and procedures. For purposes of this Agreement, to the extent the Agency provides the above services, the Developer may rely on the information provided by the Agency for verification purposes To the extent the procedures set forth in this section are in conflict with applicable federal, state and local laws, as they pertain to the Developer or Construction 154

12 Contractors' procedures, the Developer or Construction Contractors may substitute other procedures that are reasonably acceptable to the CRA, in order to accomplish the purpose and intent of this Agreement. SECTION 3. REPORTING Semi-Annual Reports Analysis: Developer shall use commercially reasonable efforts to cause the Construction Contractors to prepare, or cause to be prepared, detailed semiannual reports on the implementation of all sections of this Agreement during the Construction Phase of each Phase of the Project. The Construction Contractor shall coordinate with the Developer in the creation of the semi-annual reports, and, the Developer will submit the completed report to the CRA. The CRA shall not unreasonably reject the semi-annual reports provided by the Construction Contractor and Developer. These reports should include, but not be limited, to the following: total number of positions hired to-date; total number of positions held by Qualifying Individuals residing in the CRA Redevelopment Area and the City, respectively; total new hires this reporting period; total new hires from prior reporting period; total new hires to-date; total number of individuals referred from each respective recruiting source; and total number of individuals hired from each respective recruiting source. These reports shall be provided to the CRA, consistent with any security provisions of the Project. If the report indicates that the percentage threshold requirement is not being met, the Developer shall use commercially reasonable efforts to cause each Construction Contractor to 155

13 include as part of the report a discussion of the reasons the threshold requirements were not met. Further, in the event the Agency prepared the report or the initial data on Qualifying Individuals, on behalf of the Developer, the Developer shall be entitled to rely on information provided by the Agency. SECTION 4. IMPLEMENTATION OF FIRST SOURCE HIRING PROGRAM For each Construction Contract, the Developer shall use commercially reasonable efforts to cause this Agreement, or any amended version thereof, to be included as a material term of such Construction Contract. SECTION 5. NOTICES Notices required or permitted to be given pursuant to the terms of this Agreement will be (i) delivered in person; (ii) sent by facsimile transmission (provided the original notice is delivered in person or by mail or delivery service as set forth herein); or (iii) sent by certified mail, (with return receipt requested and postage prepaid), by recognized contract carrier providing signed receipt for delivery, notice will be deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the following addresses, subject to the right of any party to change the address at which it is to receive notice by written notice to the other party: If to the Developer: With copy to: Sawyer's Walk, Ltd. 201 N.W. 7 th Street Suite 401 Miami, Florida Attention: Ted Weitzel Fax: Patricia K. Green, Esq. Stearns Weaver Miller Weissler Alhadeff & Aitterson, P.A. 150 West Flagler Street Suite 2200 Miami, FL

14 and to: If to the CRA: William H. Walker, Esq. White & Case LLP 200 South Biscayne Boulevard Suite 4900 Miami, FL Southeast Overtown/Park West Community Redevelopment Agency Attention: Executive Director 49 NW 5 th Street Suite 100 Miami, Florida Fax: SECTION 6. GENERAL PROVISIONS 6. 1 Severability Clause: If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect Binding on Successors: This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party Intended Beneficiaries: The CRA is an intended third-party beneficiary of contracts and other agreements, which incorporate this Agreement, with regard to the terms of this Agreement. The CRA shall therefore have the right to enforce the provisions of this Agreement against each Construction Contractor Term: This Agreement shall become effective on the date of mutual execution of this Agreement. This Agreement shall automatically expire, and the Developer shall have no further obligations hereunder, upon substantial completion of all Phases of the Project. 157

15 6. 5 Waiver: The waiver of any provision or term of this Agreement shall not be deemed as a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement Estoppel: The parties hereto agree to provide each other, within 15 days of request, an estoppel letter acknowledging that the other party is not in default of this Agreement Construction: The parties hereto have been represented by counsel in the negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly construed against any party, and the rule of construction that any ambiguities be resolved against the drafting party shall not apply to this Agreement No Termination of Existing Employees: Neither the Developer, nor any Construction Contractor, shall be obligated to terminate any existing employees to comply with the terms and provisions of this Agreement. Should either the Developer or Construction Contractor be unable to meet the thresholds or objectives of this Agreement, due to low employment position vacancy, the threshold will be based upon the job openings that are available Entire Agreement: This Agreement and the Lease Agreement contain the entire agreement between the parties with respect to construction of the Project and supersedes any prior agreements, whether written or oral Amendments: This Agreement may not be altered, amended or modified, except by an instrument in writing signed by the Developer and the CRA Authority of Signatories: The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties. 158

16 6. 12 Waiver of Jury Trial: The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury with respect to: (i) any action, proceeding or counterclaim based on this Agreement; (ii) any action arising out of, under or in connection with (a) this Agreement or (b) any amendment or modification of this Agreement; or (iii) any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement of the CRA and Developer entering into the subject transaction. [SIGNATURE PAGE TO FOLLOW] 159

17 IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the day and year first above written: Witnessed: Print Name: Print Name: DEVELOPER: SAWYER'S WALK, LTD., a Florida limited partnership BY: SKYTOWN, LLC, a Florida limited liability company, its general partner By: Name: Matthew S. Greer Title: Manager CRA: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section , Florida Statutes By: Name: Pieter Bockweg Title: Executive Director ATTEST:, Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: WILLIAM R. BLOOM CRA SPECIAL COUNSEL 160

18 Exhibit "A1" Sawyer's Walk Legal Description Lots 1 through 12, inclusive, Block 45, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", page 41 of the Public Records of Miami-Dade County, Florida. Lots 1 through 20, inclusive, Block 55, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", page 41 of the Public Records of Miami-Dade County, Florida. Lots 1 through 12, inclusive, Block 56, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", page 41 of the Public Records of Miami-Dade County, Florida. 161

19 Exhibit "A2" Poinciana Village Phase II Legal Description # _v1

20 EXHIBIT K FIRST SOURCE HIRING AGREEMENT (OPERATIONS) THIS AGREEMENT is made this day of July, 2011, by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section , Florida Statutes (the "CRA") and SAWYER'S WALK, LTD., a Florida limited partnership (the "Developer"). RECITALS F. The CRA was formed for the purpose of removing slum and blight in the Southeast Overtown/Park West Project area (the "CRA Redevelopment Area") and to promote redevelopment and employment within the CRA Redevelopment Area. G. The CRA is the owner of property located within the CRA Redevelopment Area which is more particularly described in Exhibit "A1" and Exhibit "A2" attached hereto and made a part hereof (the "Property"). H. Developer intends to develop the Property (the "Project") as more particularly described in Section 3.1 of the Amended and Restated Southeast Overtown/Park West Lease and Development Agreement (the "Lease Agreement"). I. Simultaneously with the execution of this Agreement, the CRA and the Developer have entered into the Lease Agreement. J. Developer has agreed to enter into this Agreement in order to induce the CRA to enter into the Lease Agreement. NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 163

21 SECTION 1. DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings. All definitions include both the singular and plural form. Capitalized terms not specifically defined herein are as defined in the Lease Agreement. "Agency" shall mean the South Florida Work Force, a state and federally funded 501(c)(3) organization, or a similar community-based organization reasonably acceptable to the CRA. In the event the Agency ceases to exist, upon request of CRA or the Developer, the Developer shall select a similar entity capable of handling the responsibilities designated to the Agency hereunder, reasonably acceptable to the CRA. The Developer may depend on the Agency to determine economic status (low-income, unemployed, etc.), residency, and other vital information of applicants or employees and may rely on all such determinations by the Agency for all purposes hereunder. "Agreement" shall mean this First Source Hiring Agreement in its entirety. "City" shall mean the City of Miami, Florida. "County" shall mean Miami-Dade County, Florida. "Full Time Employee" shall mean an individual employed for a minimum of thirty-five (35) hours per standard five-day work week. "Low to Moderate-Income Individual" shall mean (i) an individual whose household income is no greater than 80% of the median income for the County based on the local Census data or (ii) an individual who is unemployed. Operations Phase shall mean that time period between the Completion Date of each Phase of the Project as defined in the Lease Agreement and the end of five (5) years after the completion of such Phase. 164

22 "Qualifying Individuals" are Low to Moderate-Income Individuals who are Residents. The Developer may depend on the Agency to determine whether individuals are Qualifying Individuals, as well as their employment, economic status, residency, and other vital information of applicants, or employees and may rely on all such determinations by the Agency for all purposes hereunder. "Residents" shall mean residents of the CRA Redevelopment Area or the City. "Site" or "on-site" shall mean within the boundaries of the Project. SECTION 2. HIRING AND MINORITY EMPLOYMENT PROGRAM 2. 1 Community Outreach. This section is intended to develop reliable resources for community outreach associated with exceeding a participation goal of thirty percent (30%) for new job opportunities for Qualifying Individuals during the Operations Phase of each Phase of the Project, including the prescreening of resumes and the operation of training programs that will develop the necessary skills to facilitate the employment of Qualifying Individuals. This section aims to accomplish these goals by holding quarterly job training workshops that (i) provide adequate notice to Residents of job opportunities, (ii) involve the collaboration of employers within the Project, community-based organizations and other groups to ensure that appropriate training programs are developed and offered to Residents, (iii) establish a mechanism whereby Qualifying Individuals can receive job training in the skills requested by employers within Project, and (iv) establish a system for prompt reliable prescreening and referral of applicants to employers as jobs become available (each, a "Job Training Workshop", and collectively, the "Job Training Workshops") Operations Phase. 165

23 During the Operations Phase of each Phase of the Project, the Developer shall utilize the services of the Agency in striving to meet and/or exceed a goal of thirty percent (30%) new job opportunities for Qualifying Individuals During the Operations Phase of each Phase of the Project, Developer shall organize and conduct no less than four (4) Job Training Workshops, each of which shall be geared toward attracting and employing Qualifying Individuals who seek training and employment at the Project. In organizing and conducting such Job Training Workshops, Developer may work with or through such institutions or organizations such as Miami Dade College or other educational or community based organizations For each Job Training Workshop, Developer shall use commercially reasonable efforts to require each employer within the Project to participate in such Job Training Workshop and to collaborate with community-based organizations to ensure that appropriate skills training programs are established with the objective of training Qualified Individuals for employment at the Project For each Job Training Workshop, the Developer shall use commercially reasonable efforts to cause employers within the Project to identify any available entry-level and apprenticeship positions, whether union or non-union job openings, including the minimum qualifications required for each position For each Job Training Workshop, the Developer shall advertise the time and location of such Job Training Workshop, in local media and the City community television channel. Developer shall begin such advertisement no less than two (2) weeks prior to the scheduled date of such Job Training Workshop, and it shall run continuously until the date of such Job Training Workshop. 166

24 SECTION 3. REPORTING 3. 1 Semi-Annual Reports Analysis: Developer shall use commercially reasonable efforts to cause employers within the Project to prepare, or cause to be prepared, detailed semiannual reports on the implementation of all sections of this Agreement during the Operations Phase of each Phase of the Project. These reports will be coordinated and reported by the Agency or other qualifying entity, as submitted to and reasonably approved by the CRA. These reports should include, but not be limited to, the following: total number of positions hired to-date; total number of positions held by Qualifying Individuals residing in the CRA Redevelopment Area and the City, respectively; total new hires this reporting period; total new hires from prior reporting period; total new hires to-date; total number of individuals referred from each respective recruiting source; and total number of individuals hired from each respective recruiting source. SECTION 4. IMPLEMENTATION OF FIRST SOURCE HIRING PROGRAM 4. 1 Inclusion of this Agreement in Lease Agreements: For each lease, contract for sale or management agreement entered into by the Developer at the Project, the Developer shall use commercially reasonable efforts to cause this Agreement, or any amended version thereof, to be included as a material term of such document. 167

25 SECTION 5. NOTICES Notices required or permitted to be given pursuant to the terms of this Agreement will be delivered in person or by facsimile transmission (provided the original notice is delivered in person or by mail or delivery service as set forth herein) or sent by certified mail, return receipt requested, postage prepaid, by recognized contract carrier providing signed receipt for delivery, and will be deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the following addresses, subject to the right of any party to change the address at which it is to receive notice by written notice to the other party: If to the Developer: With copy to: and to: If to the CRA: Sawyer's Walk, Ltd. 201 N.W. 7 th Street Suite 401 Miami, Florida Attention: Ted Weitzel Fax: Patricia K. Green, Esq. Stearns Weaver Miller Weissler Alhadeff & Aitterson, P.A. 150 West Flagler Street Suite 2200 Miami, FL William H. Walker, Esq. White & Case LLP 200 South Biscayne Boulevard Suite 4900 Miami, FL Southeast Overtown/Park West Community Redevelopment Agency Attention: Executive Director 49 NW 5 th Street Suite 100 Miami, Florida Fax: 168

26 SECTION 6. GENERAL PROVISIONS 6. 1 Severability Clause: If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect Binding on Successors: This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party Intended Beneficiaries: The CRA is an intended third-party beneficiary of contracts and other agreements, which incorporate this Agreement, with regard to the terms of this Agreement. The CRA shall therefore have the right to enforce the provisions of this Agreement against all parties incorporating this Agreement into contracts or other agreements Term: This Agreement shall become effective on the date of mutual execution of this Agreement and terminate at the end of the Operations Phase of all Phases of the Project Waiver: The waiver of any provision or term of this Agreement shall not be deemed as a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement Estoppel: The parties hereto agree to provide each other, within 15 days of request, an estoppel letter acknowledging that the other party is not in default of this Agreement Construction: The parties hereto have been represented by counsel in the negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly 169

27 construed against any party, and the rule of construction that any ambiguities be resolved against the drafting party shall not apply to this Agreement No Termination of Existing Employees: Neither the Developer, nor any employer within the Project shall be obligated to terminate any existing employees to comply with the terms and provisions of this Agreement. Should either of the Developer or any employer within the Project not be able to meet the thresholds or objectives of this Agreement due to low employment position vacancy, the threshold will be based upon the job openings that are available Entire Agreement: This Agreement and the Lease Agreement contain the entire agreement between the parties with respect to employment during operations of the Project and supersedes any prior agreements, whether written or oral Amendments: This Agreement may not be altered, amended or modified, except by an instrument in writing signed by the Developer and the CRA Authority of Signatories: The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties Waiver of Jury Trial: The parties hereby knowingly, irrevocable, voluntarily and intentionally waive any right either may have to a trial by jury in respect of any action, proceeding or counterclaim based on this Agreement, or arising out of, under or in connection with this Agreement or any amendment or modification of this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement of the CRA and Developer entering into the subject transaction. [SIGNATURE PAGE TO FOLLOW] 170

28 IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the day and year first above written: Witnessed: Print Name: Print Name: DEVELOPER: SAWYER'S WALK, LTD., a Florida limited partnership BY: SKYTOWN, LLC, a Florida limited liability company, its general partner By: Name: Matthew S. Greer Title: Manager CRA: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section , Florida Statutes By: Name: Pieter Bockweg Title: Executive Director ATTEST:, Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: WILLIAM R. BLOOM CRA SPECIAL COUNSEL 171

29 Exhibit "A1" Sawyer's Walk Legal Description Lots 1 through 12, inclusive, Block 45, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", page 41 of the Public Records of Miami-Dade County, Florida. Lots 1 through 20, inclusive, Block 55, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", page 41 of the Public Records of Miami-Dade County, Florida. Lots 1 through 12, inclusive, Block 56, NORTH CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", page 41 of the Public Records of Miami-Dade County, Florida. 172

30 Exhibit "A2" Poinciana Village Phase II Legal Description # _v6

31 EXHIBIT E POINCIANA DISMISSAL IN THE CIRCUIT COURT OF THE 11 th JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JUDICIAL DIVISION CASE NO CA 09 consolidated with CASE NO CA 09 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of Florida. v. Plaintiff/Counter-Defendant, POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership through its general partner, INDIAN RIVER INVESTMENTS OF MIAMI, INC. a Florida corporation, v. Defendants/Counter-Plaintiffs/ Third-Party Plaintiffs, CITY OF MIAMI, a Florida municipal corporation Third-Party Defendant. / NOTICE OF DISMISSAL WITH PREJUDICE YOU ARE HEREBY NOTIFIED that Plaintiffs, Southeast Overtown/Park West Community Redevelopment Agency and Poinciana Village of Miami, Ltd. through its general partner Indian River Investments of Miami, Inc., dismiss with prejudice the above-styled action, pursuant to 27

32 Rule 1.420(a)(1), Florida Rules of Civil Procedure. Each side will bear its own costs and attorney's fees. Dated:, 2011 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY and CITY OF MIAMI By: Henry J. Hunnefeld, Esq. (FBN ) Attorney for Plaintiff/Counter-Defendant, Southeast Overtown/Park West Community Redevelopment Agency and Third-Party Defendant, the City of Miami POINCIANA VILLAGE OF MIAMI, LTD. and INDIAN RIVER INVESTMENTS OF MIAMI, INC. By: White & Case LLP Charles C. Kline, Esq. (FBN ) Attorneys for Defendants/Counter-Plaintiffs/ Third-Party Plaintiffs, Poinciana Village of Miami, Ltd. and Indian River Investments of Miami, Inc. 28

33 EXHIBIT F SAWYER'S WALK DISMISSAL IN THE CIRCUIT COURT OF THE 11 th JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA GENERAL JURISDICTION DIVISION CASE NO CA 09 consolidated with CASE NO CA 09 CITY OF MIAMI, a Florida municipal corporation, and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of Florida. v. Plaintiffs/Counter-Defendants, SAWYER'S WALK, LTD., a Florida limited partnership through its general partner, INDIAN RIVER INVESTMENT COMMUNITIES, INC. a Florida corporation, Defendants/Counter-Plaintiffs, / NOTICE OF DISMISSAL WITH PREJUDICE YOU ARE HEREBY NOTIFIED that Plaintiffs, City of Miami, Southeast Overtown/Park West Community Redevelopment Agency and Sawyer's Walk, Ltd. through its general partner Indian River Investment Communities, Inc., dismiss with prejudice the above-styled action, pursuant to Rule 1.420(a)(1), Florida Rules of Civil Procedure. Each side will bear its own costs and attorney's fees. Dated:,

34 CITY OF MIAMI and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Henry J. Hunnefeld, Esq. (FBN ) Attorney for Plaintiffs/Counter-Defendants, the City of Miami and Southeast Overtown/Park West Community Redevelopment Agency SAWYER'S WALK, LTD. and INDIAN RIVER INVESTMENT COMMUNITIES, INC. By: White & Case LLP Charles C. Kline, Esq. (FBN ) Attorneys for Defendants/Counter-Plaintiffs, Sawyer's Walk, Ltd. and Indian River Investment Communities, Inc. 30

35 EXHIBIT G POINCIANA/SAWYER'S WALK RELEASE KNOW ALL MEN BY THESE PRESENTS that SAWYER S WALK, LTD., a Florida limited partnership ( Sawyer s Walk ) and POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership ( Poinciana ) [INSERT NAMES OF PARTNERS OF EACH] (Sawyer s Walk and Poinciana, and their respective partners, are collectively referred to as the first party ) for and in consideration of Ten and 00/100 Dollars ($10.00), and other good and valuable consideration, received from or on behalf of the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of Florida (the CRA or the second party ), as more particularly described in the Amended and Restated Settlement Agreement dated as of, 2011 by and between Sawyer s Walk, Poinciana and the CRA (the Settlement Agreement ), the receipt and adequacy of which is hereby acknowledged, remises, releases, acquits, satisfies, and forever discharges the CRA and the City of Miami, a Florida municipal corporation (the "City") and their officers, directors, commissioners, agents and employees, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which said first party ever had, now has, or which said first party hereafter can, shall or may have, against the CRA and the City, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly: (i) a request for proposals (the RFP ) issued by the City with respect to that certain real property located in Miami-Dade County, Florida more particularly described on Exhibit A attached hereto and made a part hereof (the Poinciana Village Project ); (ii) the response to the RFP submitted by Indian River Investments of Miami, Inc., a Florida corporation ( Indian River ), acting in the capacity of general partner on behalf of Poinciana; (iii) the selection of Poinciana as a successful proposer to the RFP by the City for the Poinciana Village Project; (iv) the approval by the City Commission of Poinciana as the successful proposer with respect to the RFP and Poinciana Village Project; (v) the Southeast Overtown/Park West Lease and Development Agreement dated June 15, 1988, as amended by Amendment No. 1 dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989, as amended by Amendment No. 3, dated January 11, 1990, as amended by an Amendment dated September 23, 1998; and as assigned from the City to the CRA by that certain Assignment of Leases dated January 9, 1996 (collectively the Poinciana Lease ); (vi) RFP issued by the City with respect to that certain real property located in Miami-Dade County, Florida, more particularly described on Exhibit B, attached hereto and made a part hereof (the Sawyer s Walk Project ); (vii) the sole response to the RFP submitted by Sawyer s Walk with respect to the Sawyer s Walk Project; (viii) the City of Miami Resolution No selecting Sawyer s Walk as the developer of the Sawyer s Walk Project; (ix) matters raised and the matters that could have been raised in the action styled Southeast Overtown/Park West Community Redevelopment Agency v. Poinciana Village of Miami, Ltd., Case No CA 9, filed in the Circuit Court of the 11 th Judicial Circuit in and for Miami-Dade County, Florida; and (x) matters raised and the matters that could have been raised in the action styled The City of Miami vs. Sawyer s Walk, Ltd., Case No CA 9, filed in the 11 th Judicial Circuit in and for Miami-Dade County, Florida. 31

36 This Release shall not release the CRA from its obligations under the Settlement Agreement, which obligations are not subject to this Release. The Release shall not release the CRA from its obligations under (i) the Amended and Restated Southeast Overtown/Park West Lease and Development Agreement dated, 2011 by and between the CRA and Sawyer s Walk; (ii) the First Source Hiring Agreement (Construction) dated, 2011 by and between the CRA and Sawyer s Walk; and (iii) the First Source Hiring Agreement (Operations) dated, 2011 by and between the CRA and Sawyer s Walk, which obligations are not subject to this Release. First party hereby represents and warrants that they are fully competent and able to understand the terms of this Release, that first party is not relying upon any statements or representations (whether express or implied) of the second party, their employees and attorneys regarding this Release and that first party is entering into this Release under their own free will believing that this Release to be in their best interest. The terms of this release are contractual and not a mere recital. This Release shall be governed by and construed in accordance with the laws of the State of Florida. First party understands that the CRA admits no liability of any sort by reason of the matters raised and the matters that could have been raised in the action styled Southeast Overtown/Park West Community Redevelopment Agency v. Poinciana Village of Miami, Ltd., Case No CA 9, filed in the Circuit Court of the 11 th Judicial Circuit in and for Miami- Dade County, Florida and in the action styled The City of Miami vs. Sawyer s Walk, Ltd., Case No CA 9, filed in the 11 th Judicial Circuit in and for Miami-Dade County, Florida and that said settlement in compromise is made to terminate further controversy respecting all claims that the first party has heretofore asserted or that the first party, or their representatives, might or could have asserted in connection therewith. [SIGNATURE PAGES TO FOLLOW] 32

37 IN WITNESS WHEREOF, we have hereunto set our hand and seal this day of, WITNESSES: SAWYER S WALK LTD., a Florida limited partnership Print Name: BY: SKYTOWN, LLC, a Florida limited liability company, its general partner Print Name: By: Name: Matthew S. Greer Title: Manager Print Name: Print Name: Print Name: Print Name: Print Name: Print Name: Partners of Sawyer s Walk, Ltd. By: Name: By: Name: By: Name: POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership Print Name: Print Name: BY: INDIAN RIVER INVESTMENTS OF MIAMI, INC., a Florida corporation, its general partner By: Name: Ted H. Weitzel Title: President Partners of Poinciana Village of Miami, Ltd. 33

38 Print Name: Print Name: Print Name: Print Name: Print Name: Print Name: By: Name: By: Name: By: Name: 34

39 EXHIBIT A POINCIANA VILLAGE PROJECT LEGAL DESCRIPTION 35

40 EXHIBIT B SAWYER'S WALK PROJECT LEGAL DESCRIPTION 36

41 EXHIBIT H CRA RELEASE KNOW ALL MEN BY THESE PRESENTS that the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of Florida (the CRA or the first party ), for and in consideration of Ten and 00/100 Dollars ($10.00), and other good and valuable consideration, received from or on behalf of SAWYER S WALK, LTD., a Florida limited partnership ( Sawyer s Walk ) and POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership ( Poinciana ) [INSERT NAMES OF PARTNERS OF EACH] (Sawyer s Walk and Poinciana, and their respective partners, are collectively referred to as the second party ), as more particularly described in the Amended and Restated Settlement Agreement dated as of, 2011 by and between Poinciana, Sawyer s Walk and the CRA (the Settlement Agreement ), the receipt and adequacy of which is hereby acknowledged, remises, releases, acquits, satisfies, and forever discharges the said second party and their officers, directors, commissioners, agents and employees, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which said first party ever had, now has, or which said first party hereafter can, shall or may have, against said second party, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly: (i) a request for proposals (the RFP ) issued by the City of Miami, a Florida municipal corporation (the City ) with respect to that certain real property located in Miami-Dade County, Florida more particularly described on Exhibit A attached hereto and made a part hereof (the Poinciana Village Project ); (ii) the response to the RFP submitted by Indian River Investments of Miami, Inc., a Florida corporation ( Indian River ), acting in the capacity of general partner on behalf of Poinciana; (iii) the selection of Poinciana as a successful proposer to the RFP by the City for the Poinciana Village Project; (iv) the approval by the City Commission of Poinciana as the successful proposer with respect to the RFP and Poinciana Village Project; (v) the Southeast Overtown/Park West Lease and Development Agreement dated June 15, 1988, as amended by Amendment No. 1 dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989, as amended by Amendment No. 3, dated January 11, 1990, as amended by an Amendment dated September 23, 1998; and as assigned from the City to the CRA by that certain Assignment of Leases dated January 9, 1996 (collectively the Poinciana Lease ); (vi) RFP issued by the City with respect to that certain real property located in Miami- Dade County, Florida, more particularly described on Exhibit B, attached hereto and made a part hereof (the Sawyer s Walk Project ); (vii) the sole response to the RFP submitted by Sawyer s Walk with respect to the Sawyer s Walk Project; (iix) the City of Miami Resolution No selecting Sawyer s Walk as the developer of the Sawyer s Walk Project; (ix) matters raised and the matters that could have been raised in the action styled Southeast Overtown/Park West Community Redevelopment Agency v. Poinciana Village of Miami, Ltd., Case No CA 9, filed in the Circuit Court of the 11 th Judicial Circuit in and for Miami-Dade County, Florida; and (x) matters raised and the matters that could have been raised in the action styled The City of Miami vs. Sawyer s Walk, Ltd., Case No CA 9, filed in the 11 th Judicial Circuit in and for Miami-Dade County, Florida. 37

42 This Release shall not release the second party from its obligations under the Settlement Agreement, which obligations are not subject to this Release. The Release shall not release the CRA from its obligations under (i) the Amended and Restated Southeast Overtown/Park West Lease and Development Agreement dated, 2011 by and between the CRA and Sawyer s Walk; (ii) the First Source Hiring Agreement (Construction) dated, 2011 by and between the CRA and Sawyer s Walk; and (iii) the First Source Hiring Agreement (Operations) dated, 2011 by and between the CRA and Sawyer s Walk, which obligations are not subject to this Release. First party hereby represents and warrants that they are fully competent and able to understand the terms of this Release, that first party is not relying upon any statements or representations (whether express or implied) of the second party, their employees and attorneys regarding this Release and that first party is entering into this Release under their own free will believing that this Release to be in their best interest. The terms of this release are contractual and not a mere recital. This Release shall be governed by and construed in accordance with the laws of the State of Florida. First party understands that the second party admits no liability of any sort by reason of the matters raised and the matters that could have been raised in the action styled Southeast Overtown/Park West Community Redevelopment Agency v. Poinciana Village of Miami, Ltd., Case No CA 9, filed in the Circuit Court of the 11 th Judicial Circuit in and for Miami- Dade County, Florida and in the action styled The City of Miami vs. Sawyer s Walk, Ltd., Case No CA 9, filed in the 11 th Judicial Circuit in and for Miami-Dade County, Florida and that said settlement in compromise is made to terminate further controversy respecting all claims that the first party has heretofore asserted or that the first party, or their representatives, might or could have asserted in connection therewith. [SIGNATURE PAGE TO FOLLOW] 38

43 IN WITNESS WHEREOF, we have hereunto set our hand and seal this day of, WITNESSES: CRA: Print Name: SOUTHEAST OVERTOWN/ PARK WEST COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of Florida Print Name: By: Name: Pieter Bockweg Title: Executive Director ATTESTATION: Clerk of the Board APPROVED FOR LEGAL SUFFICIENCY William R. Bloom Special Counsel to the CRA 39

44 EXHIBIT A POINCIANA VILLAGE PROJECT LEGAL DESCRIPTION 40

45 EXHIBIT B SAWYER'S WALK PROJECT LEGAL DESCRIPTION 41

46 EXHIBIT I REVERTER PROPERTY LEGAL DESCRIPTION 42

47 Reverter Lefial Description LOTS 1 THROUGH 12, INCLUSIVE, BLOCK 45, NORTH CITY OF MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B", PAGE 41 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. AND LOTS 1 THROUGH 12, INCLUSIVE, BLOCK 56, NORTH CITY OF MIAMI, ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK "B", PAGE 41 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. # _vl

48 EXHIBIT J DEVELOPMENT PLAN 43

49 siso-vao INTERSTATE 95 NW 3rd AVENUE ^ (30 0 s z 1 1 o* V 9 a: r» 5" n "0 B» -I 9 ft i M ET 5" r- r- C Vi < 01-0 r- > z w 5 * u n H- O ; w 5!>?}* f : M ** s.?w i a 2 s> c a ^ = s > i> IT M * -»«5" <* * w t» a r rl^tp^hiih I B flh lllllli ll'iiii;! iiiliili IliJillilllll JlllllJIlllllilllilitillU^ <s>

50 etso-vyo o, NW 3rd AVENUE ^ z 1 f 9 X a 5* n n 5" S c z a n r o g r > z r O n n o 5. W * o a i> f SM 5-?W o 3 9 e 5 s> < * -.«*

51 t?t90-vao INTERSTATE 93 NW 3rd AVENUE z CO H m I m > r- > > 2 sr It r; 3 3C IL a" f*» -I 3 it M y 5" c rn 50 r rn m r v f > z vs a r o 1 f w!>* a *-< f s w ft *~ "33 s iss. 3 " ~ o CO o O A e S. 3 g > A J ^ NW 2nd AVENUE TnrmTTTrra ^

52 ^s S <1 1 *; s E c Wi - «c - J i w V >«* s I _u 0 CL «0 _C v X c «E j V 3 i i * I Z i CRA-0515

53 .""''V.i BEEBBBEE BBSEE GEE EBB EE BBB BBB E EE B B EBEE2EEBI B BBB BBBB 0 EEE3E30E3E THtEBEElE] -«* E o o. W c CO t 5 «' 5 _Jj! «a. M C V X C m e I g i z < I CRA-0516

54 o J>i O 01 S A W Y E R ' S WALK wo. S.E. Overlown/Pirk Wait Redevelopment. Blockt 45, 55 it 56 Indian River Investment Communities, Inc. PARTIAL ELEVATION SAWYER'S WALK - BLOCK 55 The Liebman Melting Partnership OoU' 1» iankanv *>l

55 00 ( o 85 x" ro6-'rtr;o ';

56 io--v&.'j NW 2nd AVENUE rt^^^a^^aem r- t- c -4 TO o.» to 5?> < m 3 J w 3 S-. ir J ] = L,-! 0~O~S~O G GOG Q'G Q GGQQOQ O G t4

57 \*\J- VCl* J A z ninnnmraiiniri NW 2nd AVENUE 3) ' * 0 ~" fe m X i H a- n C *» o* 3 B 3 Z 5" M i 9 f» 1 m!t 5" jo c z o 33 r- > z o 5 S A W Y E R ' S WALKtTD. S.E. Overtown/Purlc *e*t Redevelopment, Block* 45, 35 Ic 90 Indian River Investment Communities, Inc. J ^ O O O O r? T%

58 ^ r lunoo m MN v. r e 41 E «CAS. W! <s CO t s Ji. «1. w c z c «E a i v I < ai i- w to z 3HN3AV PUZ MN I nun ' 1 /^ CRA 0S2."

59 x>~ 3> O in SAWYER'S WALK LTD. S.E. Over town/park West Redevelopment, Blockt 45, 65 Ic 5A Indian River (Investment Communities, inc. SECTION - BLOCK 56 The Ucfa man Mcltlnit Partnership Dow lanhahv 1*11 See**:

60 s z rnr-i JB BJ JBLJJ ini S rrn EI nn nn nn E2 [Ql ttu LLU SB ffn R? cm Ltd no tp rm rrn rm rrr, ttn 0H LSHES 8 1 I i <j I 6 o COS - - c oisc -i v " I **! CO t -o C c C M G z e z < i mi nn nn mi nn nn K LDJ tqj LuJ LUJ tlu LUJ nn Ltn tin nn rm ttn lis <* z o I LU -J LU I- cr O z *f? A /-\ r- '">o<

61 NW 2nd AVENUE SAWYER'S WALK ELEVATION o ;o. j> 6 n SAWYER'S WALK LTD. S.E. Overtown/Park West Redevelopment, Block* 43, 33 it 56 Indian River Investment Communities, Inc, ELEVATION BLOCK 56 The Liebman Melting Partnership OeU, IN 'A*»t'A»1

62 UNIT AMENITY SCHEDULE - BLOCK 56 Proposed unit amenities will include a washer-dryer hook-up, carpeting, garbage disposal, private exterior deck or terrace, dishwasher, breakfast or laundry utility area. --- p 1 A /"\ r \ "> 1

63 EXHIBIT K FINANCIAL INFORMATION FROM SAWYER'S WALK 44

64 July 1, 2011 Mr. Matthew Greer Carlisle Development Group 2950 SW 27 th Ave. Ste. 200 Coconut Grove, FL Re: Sawyer s Walk Apartments Dear Mr. Greer: Citibank, N.A. or an affiliate thereof ( Citi ) is pleased to provide you with a preliminary term sheet for your proposed rental apartment development, Sawyer s Walk Apartments. We understand that the majority of the 680 units will be rent and income restricted at 80% or less of Area Median Income and the remainder will be restricted to 140% of Area Median Income or below. Citi is capable of providing both debt and equity financing for residential projects like this one. We also understand that you are planning to build approximately 40,000 square feet of retail space as part of the same overall development as well as a hotel containing 125 keys. While further due diligence will be required, Citi has a preliminary interest in providing you with financing for each phase of this development. Citi has enjoyed a successful relationship with Carlisle. As you know, we have financed a number of your affordable housing developments and we very much look forward to working with you on this exciting project. Sincerely, CITIBANK, N.A. Barry Krinsky Director Citi Community Capital 998 S. Federal Highway Suite 203 Boca Raton, FL 33432

65 Sustainable Design Public partners typically function with a limited operating budget. We understand that reducing the long term operating costs of the development is a priority. Our sustainable practices help to lower the long-term operating costs of our properties and more importantly lead to lowered utility costs for the residents. Carlisle is one the first developers in the nation to apply the LEED standard to affordable housing projects, having partnered with the Broward County Housing Authority to create the first LEED Silver - Certified multifamily development in southeastern United States, Tallman Pines. On a monthly basis it is estimated that the residents of Tallman Pines save an average of 20% on their water bill and greater than 5% on their electric bill payments. This equates to a roughly ten dollar savings per month for our residents. Due to the money saving benefits our sustainable practices provide to our residents, we are able to keep turnover low and maintain high occupancy at our properties. Carlisle s LEED developments are monitored throughout the design and construction process by LEED professionals certified in New Construction and Homes as well as Commissioning Agents who monitor construction methods and start up operations for all electrical and mechanical equipment ensuring compliance with energy efficiency and green construction standards. The inclusion of Energy Star appliances and environmentally conscious fixtures throughout the developments reduces utility costs and property operating expenses resulting in a more sustainable multifamily development. Familiarity with these stringent certifications helps ensure that Carlisle developments receive recognition for helping to improve quality of life for the residents as well as the community. Our commitment to environmentally sensitive design is more than skin deep. Carlisle was named corporate sponsor for the 2009 US Green Building Council Annual Meeting in Miami, additionally Matthew Greer founded and chaired the Florida Coalition of Affordable Housing Providers Green Building work group for the Florida Housing Finance Corporation. Because of the efforts of this workgroup, Florida Housing added a green building component to Carport solar array panel installation-tallman Pines their 2008 and 2009 Universal Cycle Tax Credit Application that includes a commitment to provide Energy Star rated refrigerators, dishwashers and washing machines throughout the proposed development. In a more recent development resulting from Carlisle s leadership in the field of Affordable Green Building, Florida Housing will be adding a Green Building certification component to their Tax Credit application for the 2012 Universal Cycle Tax Credit Application. Additionally, several members of the Development Team are LEED Accredited Professionals credentialed with both the NC and Homes designation with considerable experience in the preservation, design, and construction of sustainable affordable housing.

66 Carlisle currently has 8 LEED certified developments underway including the first affordable multifamily LEED Homes GOLD certified development in Florida Northwest Gardens I in Fort Lauderdale. Current Portfolio of LEED Developments Completion Timeline Units LEED Distinction LEED Certification Tallman Pines (Completed) Completed 200 NC Silver The Beacon Aug NC Silver Brownsville Transit Village Phase I July NC Silver Brownsville Transit Village Phase II July NC Silver Brownsville Transit Village Phase III Jan NC Silver Brownsville Transit Village Phase IV Jan NC Silver Northwest Gardens Phase I Aug H Gold Northwest Gardens Phase II Feb H Silver/Gold East Village Feb H Gold Below are additional details on three of our notable LEED developments. Tallman Pines As the first LEED Silver certified affordable housing development in the southeast United States, Tallman Pines is a great example of product innovation and quality initiative. In July 2009, Tallman Pines was featured in Southeast Construction s Green Project Showcase. The development was also recognized as a Green Gem in Developer Magazine s 2008 Sustainability Awards and by Florida Housing Finance Corporation s What s Developing newsletter. Additionally, Tallman Pines was featured in February 2009 in Affordable Housing Finance s Green Scene and recognized by ecohome in June 2008 for its green features.

67 Northwest Gardens I Vacant Lot, Northwest Gardens neighborhood Northwest Gardens I will be the first LEED for Homes Gold Certified affordable housing development in the State of Florida. This is the second highest certification by the U.S. Green Building Council (USGBC) for achievement in green homebuilding and design. It will also include a community garden for the elderly residents to enjoy. Completion is expected in the summer of East Village East Village, currently under construction, will also be a LEED for Homes Gold Certified development. In addition, the clubhouse and amenity space will be the first Net Zero Energy and the first LEED NC Platinum Certified affordable housing clubhouse in the Southeastern U.S. The Net Zero Energy clubhouse will be developed with integrated photovoltaic panels on the roof and a photovoltaic paneled trellis that will produce enough energy to enable these spaces to be 100% self-sustainable.

68 Founded in 1998, Carlisle Development Group is one of the largest tax credit developers in the country. With more than 80 projects nationwide representing $1.4 billion in total development costs, Carlisle s portfolio of assets includes LEED-certified, mixed-use, transit-oriented, urban infill, historic rehabilitation, as well as mixed-income and market-rate housing developments. The firm s unique social entrepreneurship philosophy and commitment to sustainability are integral parts of its business model. Despite a down economy, Carlisle has continued to grow while also making significant strides in furthering its commitment to sustainability and social entrepreneurship. Carlisle expanded its platform to strategic markets around the country. The firm has created new relationships with partners in Georgia, North Carolina, South Carolina, Virginia, and the U.S. Virgin Islands. In mid-2010, Carlisle formally expanded operations by opening an office in Charleston, South Carolina. Below are some examples of the revitalizations Carlisle is working on in other parts of the country: Lake Ridge Commons located in Wilmington, NC will consist of 75 units of affordable housing. The closing and construction commencement is scheduled for July In February 2011 Carlisle was awarded the development rights to a site owned by the Concord Housing Authority in the City of Concord, NC and we expect to build two tax credit developments. An application for competitive tax credits was submitted for Horizon Springs with the North Charleston Housing Authority. The proposed 52-unit affordable housing development is located in North Charleston, SC. In addition Arcadia Park, a 60-unit project located in Columbia and Indigo Grove, a 64 unit project located in North Charleston, SC, were also submitted to the South Carolina Housing Finance Authority on June 3, 2011 for competitive tax credits. A joint venture with the Newport News Housing & Redevelopment Housing Authority in Newport News, VA will consist of approximately 60 units of affordable housing. A tax credit application will be submitted in the 2012 application cycle. Louis E. Brown is a joint venture with the Virgin Islands Housing Authority to revitalize over 400 units of public housing on the island of St. Croix in the US Virgin Islands. The 1 st phase consists of 102 affordable housing units currently under construction. The 2 nd phase of Louis E. Brown will commence construction in the 4 th quarter of

69 Staff Qualifications CARLISLE DEVELOPMENT GROUP The ability to build is not simply the knowledge of brick and mortar, wood and nails or even plans and engineering. It is the exacting science of constructing relationships and developing opportunities for human achievement. At Carlisle Development Group, we believe that structures are only one of many tools available to help communities achieve their ultimate potential. In fact, it is often creativity, real-world expertise, communication, respect for the environment and social action that have the greatest impact in the neighborhoods in we serve. Our measure of success is not based on transactions, but on the solid reputation we have actively built since Today, we are a premier advisory and development partner for municipalities, community redevelopment agencies, housing authorities, non-profits, economic development agencies, faith-based institutions and private sector partners looking for solutions to enhance their communities. Carlisle s development staff consists of 35 professionals with extensive experience acquiring, planning, financing, developing, leasing and managing multifamily assets. Our experience in affordable housing development has prompted us to establish and implement a work model that maximizes both efficiency and creativity. Each development is directly managed by a team of Development staff and consistently monitored by executives in Carlisle s Acquisitions, Construction Management, Applications, Underwriting, Accounting, Asset Management, and Compliance departments. This multi-disciplinary approach ensures reliable execution of complex developments. The unique challenges we face with each engagement and the subsequent solutions we devise have helped us build an unparalleled repository of institutional knowledge that is well-suited to enable our partners to achieve their goals. Carlisle s experience directly contribute to our team s technical capability to provide the services requested by [FILL IN], include the following: Leading Affordable Developer: In 2008, 2009, 2010 and 2011 Carlisle was ranked in the Top 20 in America by Affordable Housing Finance magazine s Top 50 Affordable Housing Developers and Top 50 Affordable Housing Owners. Carlisle s portfolio is valued at $1.4 Billion. In 2011 Carlisle was ranked 7 th largest multifamily builder in the nation by Multifamily Executive magazine. 1

70 Community-Focused. Relationship-Based. Results-Driven: Since our beginning, Carlisle Development Group has strived to reach beyond real estate development into the realm of community development. Ultimately, we set out to connect people and ideas with capital, so that together, we can create meaningful economic, environmental and social impact. In the process of development, we seek to build trusted business and community relationships. Carlisle regularly works with neighborhoods, local governments and other stakeholders to create a shared vision for a project and generate continued enthusiasm as it reaches completion. We have found that collaborative planning processes and continued public outreach are the best tools in establishing longterm community buy-in and support. The Dr. Kennedy Homes joint venture project with the Housing Authority of the City of Fort Lauderdale stands as testament to this belief. The design for redevelopment reflects input from many stakeholders, including Dr. Kennedy Homes' residents, residents of the surrounding neighborhood, civic leaders, business owners, state and federal preservation agencies, and city planners who helped participate in a three-and-a-half year design process. Other examples of our community partnerships include monthly meetings with the Brownsville Neighborhood Civic Association in order to ensure that the planning and construction of our Brownsville Transit Village development reflects the vision of the community. This project is believed to be the largest transit-oriented affordable housing development in the US when completed. Similarly, Carlisle has close community ties with the YMCA, having completed 200 units of affordable housing at Village Allapattah in partnership with the YMCA of Greater Miami. The concept of a YMCA (building strong families and strong communities) combined with affordable housing is the first of its kind in the U.S. The unique combination meets the community's need for affordable housing and offers services a traditional YMCA would offer such as child care, a pre-school and recreation/fitness center. Leveraging under-utilized land in distressed urban areas, this success is now serving as the model for joint ventures with other YMCAs across the country. Housing Authority Specialist: Carlisle specializes in working with housing authorities to re-develop communities. We have completed seven (7) housing authority neighborhood redevelopments, several of which are described in detail later in the proposal. We currently have eight (8) housing authority redevelopments underway. As we maintain excellent ongoing relationships with our housing authority partners, they have all chosen us for subsequent projects. We believe this is a testament to the high level of trust and quality results we have achieved for our housing authority partners. Development Name Dollars Competitively Procured in Florida for Carlisle's Housing Authority Partners* FHFC Loans FHFC Issued Housing (ELI, SAIL, 9% Award 4% Award Tax-Exempt Authority RRLP, Bonds Exchange) FHFC Cycle Tallman Pines I BCHA $24,350, Tallman Pines II BCHA $2,212,580 $3,654,876 $3,654, (RRLP) Ehlinger BCHA $26,260,000 $5,000, Morris Court II AHC $11,000,

71 Morris Court III AHC $3,100,000 $4,500,000 $4,286, (RRLP) Dixie Court I HACFL $12,512,000 1,025, Dixie Court II HACFL $2,506,500 $4,750,000 $5,346, Dixie Court III HACFL $17,300,000 $850, Northwest Gardens I Northwest Gardens III Dr. Kennedy Homes HACFL $18,232, HACFL $23,400,000 $5,000, HACFL $21,507,200 $5,000, Total $136,329,200 $7,819,080 $12,904,876 $48,394,950 *In a joint venture with the Virgin Islands Housing Authority, Carlisle closed on the equity derived from competitive credits and utilizing Public Housing Capital Funds to commence construction in December 2010 on the first of two phases of the mixed-financed revitalization of Louis E. Brown community on the island of St. Croix in the US Virgin Islands. **The procurement of funds for the redevelopment of Northwest Gardens II and IV are expected to be completed in the FHFC 2012 Application Cycle. Environmental and LEED (Leadership in Energy and Environmental Design)-Certified Development: Buildings should enhance our communities; not deplete them. To Carlisle, this ideal challenges us to think deeper and plan better. Whether we re answering energy and water efficiency with solar power solutions and xeriscaping, incorporating community gardens, or repurposing existing buildings and infrastructure as part of an adaptive reuse plan, or we re working to preserve buildings and landmarks, we act as environmental development pioneers. We conserve resources. We reduce waste. We lessen our environmental impact. In turn, our properties and communities are landmarks in sustainability, financial responsibility and green building practices. Carlisle was one of the first developers in the nation to apply the LEED standard to affordable housing projects, having created the first LEED-certified Silver multifamily development in the southeastern United States in a joint venture with the Broward County Housing Authority. Carlisle currently has eight LEED certified projects under construction. Transit-Oriented Development: As our communities and metropolitan regions look to limit our dependence on automobiles, the value of our public transit system has become boldly apparent. Today, most cities have underutilized/undervalued land along with issues with ridership Carlisle knows that to fully leverage the value of public transit, we must re-envision transit stations as opportunities for building communities. These destinations are poised to become anchors from which we can create housing, office and retail. Once designated as transit hubs, they are the pivotal locations around which sustainable, complete neighborhoods can form delivering increased ridership, enhanced pedestrian access and inspiring economic growth. For over nine years, Carlisle has actively led the way in creating successful transit-oriented developments. We are recognized experts 3

72 at navigating the large and complex network of environmental, economic, political and regulatory considerations and collaborating to build value for all involved. Portfolio Optimization and Asset Repositioning: Revitalizing underperforming real estate assets is most effective when addressed as part of a regular program of asset optimization. Carlisle goes beyond simple assessments to provide tactical solutions that bring even the most diverse real estate portfolios in line with current financial goals and value opportunities. We evaluate each asset for its current value and expected returns, and then we go further to recommend those actions that can contribute to the performance of that asset in today s market and in the foreseeable future. This includes asset and portfolio revaluation, repositioning strategies and management of acquisitions, development and growth. Carlisle s staff has experience with reviewing property assets and capital fund plans to ensure short and long term viability and has worked with housing authorities to strategize to preserve and create 1260 units. Not only does Carlisle have experience working with housing authorities, we also have an in-house asset management team that makes capital decisions on a daily basis. These decisions often include assessing capital needs and prioritizing the necessary expenditures to improve the efficiency and long term sustainability of existing housing stock. Historic Preservation: Deciding to restore, adaptively reuse or preserve historic structures takes more than vision. It takes a steadfast commitment to addressing the many social, environmental, architectural and economic components behind its success. At Carlisle, we immerse ourselves in both the rich complexities and the unique details of a historic preservation so that its future may be as significant as its beginnings. Urban Redevelopment: It is the nature of communities to change and evolve over time. What worked 50 years ago is not always relevant to the needs of today s residents and businesses. Carlisle sees challenges like these as opportunities to transform neighborhoods into sustainable, growth-oriented and economically viable communities that maintain local history and character. At the same time, we assist the various stakeholders in the community to find and work towards a collective vision, creating new and lasting partnerships along the way, and acting as a catalyst for economic, aesthetic, and overall improvement in the community s well-being. Financial Strategy and Implementation: Each project is unique Carlisle is uniquely adept at looking at the intricate details of a situation and identifying innovative ways to deliver strong financial opportunities. Our knowledge is deep. Our thought process is comprehensive. And our solutions for managing risk are thorough and flexible. We continually evaluate existing and emerging financial instruments to be able to offer industryleading guidance and services for originating, structuring, underwriting and executing debt financing (conventional loans, taxable and tax-exempt bonds, municipal subordinate loans, and bridge financing), and for tenaciously negotiating terms, relationships, financing and assets on behalf of our partners. Procurement: A considerable portion of all real estate happens in offices, on paper, long before anyone clears a site and breaks ground. Carlisle excels at maximizing this crucial time period in the development process with expert handling of complex application processes. We don t just understand the wide variety of funding options available; we have a track record for winning approvals of applications based on our innovative strategic thinking and tireless commitment to every step of the process. Carlisle has direct experience with all types of development sources, and has executed fifty-three (53) 9% tax credit and twenty-one (21) bond/4% tax credit financed and two (2) historic tax credit transactions. The Carlisle team has a strong background in financial analysis and extensive experience with housing developments that 4

73 incorporate Federal Funds (including CDBG, RHF, HOME, and NSP), Bonds, Brownfield tax incentives, SHIP, SAIL, Tax Increment Financing, and other forms of affordable housing financing. This financial background is one of Carlisle s biggest strengths, especially given the dislocation in the financial markets in the last few years. Carlisle has financed more than 9,000 units of affordable multi-family housing using low-income housing tax credits. In 2010 Carlisle was awarded a $5M Neighborhood Stabilization Program allocation and development rights through a Miami-Dade County Request for Proposal for the development of a site located in a High Priority Area of Greatest Need. Carlisle was also designated by Miami-Dade County as an eligible Neighborhood Stabilization Program developer that will assist the county with the purchase, redevelopment and preparation for leasing of multifamily housing properties. Through the ARRA Exchange (TCEP) and TCAP programs, Carlisle has been actively leveraging Federal Stimulus funds to produce 14 developments encompassing 1,503 units of affordable housing. When evaluating existing development opportunities, Carlisle has on multiple occasions been successful in obtaining additional subsidies for its clients, facilitating the addition of more units when it otherwise would not have been possible. Carlisle was the tax-credit development leader in the State of Florida in 2010, having received funding for 100% of its 2009 applications (six) to the State of Florida/Florida Housing Finance Corporation. As illustrated in the following chart, we secured 3 times the subsidies of our nearest competitor Tax Credit Allocations ($ in millions) Tax Credits - in Millions Site Selection and Acquisition - The right development in the right place at the right time this is the strategy that guides the Carlisle approach to finding and attaining control of sites that are rich in value, opportunity and positive impact on the surrounding community. Innovative Approach to Housing and Community Revitalization: Carlisle has experience with a diverse combination of approaches to housing and community revitalization, and has successfully planned, developed, rehabilitated and managed mixed-use, mixed income and transit oriented developments, LEED-certified development, historic rehabilitations, market rate housing, and work-force housing. Carlisle s developments serve many demographics including families, seniors, the homeless and populations requiring supportive 5

74 services. In addition, Carlisle has significant experience with master site planning for ground-up development and has acquired and developed more than 76 land sites, with a particular focus on urban in-fill sites. Many of Carlisle s developments incorporate commercial operations and community programs including education, employment and training centers, grocery stores, and a center for small business incubation. Carlisle s Tallman Pines development enabled the creation of a public park by recreating the urban street grid within the housing authority site, which provided access to a previously landlocked 10 acre parcel of publicly owned conservation land. Site Preparation and Infrastructure Experience: Carlisle has extensive experience in working with civil and geotechnical engineers on complex site preparation and infrastructure projects including experience with local government permitting and approval procedures. With both the local government and the utility providers the process is similar; site plans are provided and their engineers review the plans and determine if there is existing infrastructure. If there is no existing infrastructure they work with our engineers to create a plan that ensures the new infrastructure is put in place while maintaining all city and county requirements and guidelines. Carlisle understands that methodical analysis and scheduling of site preparation and infrastructure are essential to the redevelopment process. Economic & Community Development Carlisle works with municipal partners to leverage assets in order to take advantage of big-picture economic and community goals. Attracting businesses, creating jobs, returning profitability and prosperity to an area and its residents these are all integral parts of development plans we help create. In doing so, we ve found that our strategic direction and guidance has consistently created long-term value for all involved, even in the face of constantly changing economic and political considerations. Carlisle has completed or are actively developing over 1200 affordable housing units on municipally-owned land. As we maintain excellent ongoing relationships with our government partners, the majority have chosen us for multiple redevelopment efforts. We believe this is a testament to the high level of trust and quality results we have achieved. Section 3, DBE, MBE and WBE Compliance: The Development Team is an equal opportunity employer. Carlisle will work closely with the [FILL IN], with the goal of meeting or exceeding MBE, DBE, WBE, Section 3 and Vicinity Hiring business participation goals required by the [FILL IN]. Management Expertise: Carlisle has extensive property and asset management expertise, including knowledge of regulatory compliance laws with a portfolio of 52 multi-family rental properties with over 5,868 units under management. Carlisle s Asset Management staff interfaces daily with staff to ensure that Carlisle s portfolio assets are well-maintained, and financially stable. Additionally, the Carlisle Asset Management department maintains sole control over all compliance requirements related to its various funding sources in order to ensure that all practices and documents are in compliance with Federal, State and Local regulations. Diverse Skill Set: To Carlisle Development Group, a vibrant community must be connected to the lives of those who live and work there. Recognizing that level of need and knowing ways to address it is what sets our team apart from other real estate and development professionals. Each individual member of Carlisle Development Group is an expert in his or her field, each able to give solid advice, keen insight and a unique, unbiased perspective on the many options surrounding real estate development in today s economic climate. We are people with whom you can feel comfortable voicing your ideas, your goals, your concerns and your 6

75 critique. And, most of all, we are people who value that the business of development lies in turning initiative and investment into tangible monuments of progress. With the experience and capacity to handle any project, we are prepared to immediately start work. 7

76 Carlisle Resumes of Key Personnel Carlisle Principals Matthew Greer, Principal and Chief Executive Officer: Mr. Greer is responsible for the company s development strategy and for overall management of its development, management and construction operations. During his tenure, Carlisle has doubled its tax credit activities and emerged as the premier affordable housing developer in the Southeast. Prior to joining Carlisle Development Group, Mr. Greer worked for Explorador Capital in San Francisco and for Goldman Sachs Investment Banking Division in New York. Mr. Greer holds a Master of Science cum laude in Real Estate Development and a Bachelor of Arts in History cum laude, both from Columbia University. An active community leader, Matt is a member of the United Way s Young Leaders Group; Our Kids of Miami- Dade/Monroe, a non-profit foster care organization; Young Presidents Organization (YPO), the Greater Miami Jewish Federation, the Hold the Line campaign to protect Miami-Dade County s natural habitats from development, and a board member of the South Florida Chapter of the United States Green Building Council. Matthew Greer was named Executive of the Year by Multi-family Housing News magazine in their 2010 Excellence Awards competition. Greer was recently honored with Miami Herald s 2010 Business 20 under 40 award and was featured in South Florida Business Journal s 40 under 40 list, a South Florida Business Leader Mover & Shaker, and honored by the Southeast District of the Urban Land Institute with the Young Leader of the Year award. Lloyd J. Boggio, Principal and Founder: Mr. Boggio s contributions to affordable housing include serving as Chairman of Florida s Coalition of Affordable Housing Providers, and an appointment by the Governor to the Affordable Housing Study Commission, which advises the Department of Community Affairs about Florida s affordable housing needs. Prior to founding Carlisle, Mr. Boggio was co-founder and principal of The Cornerstone Group, an affordable housing development firm, as well as a co-founder and principal of Clinton International Group, Inc., a fully integrated real estate investment firm headquartered in Coral Gables, Florida, with regional offices in Tampa, Clearwater and Orlando. Clinton s operations included property acquisition and investment, commercial and residential property management, commercial brokerage, marketing and leasing of residential units, and ultimately the marketing and sale of the portfolio. Carlisle Key Staff Kenneth Naylor, LEED A.P., Chief Operating Officer: Mr. Naylor is responsible for the day-to-day operations and directing key business decisions of the company. He has diverse experience in real estate development including land acquisition, site planning, financial structuring, construction management, and sales/leasing supervision. Specializing in the redevelopment of public housing sites, Mr. Naylor has managed the development of over 20 projects totaling more than 2,000 units of affordable housing during his 8 years at Carlisle, including the historic rehabilitation of the national award winning Royalton, a 100-unit 7-story building for the formerly homeless. Prior to joining Carlisle, Mr. Naylor gained project management experience as a Senior Associate at GVA Hunter, a land development and site location consulting firm based in Chattanooga, Tennessee. He completed a three- 8

77 semester curriculum at Kansai Gaidai University in Japan prior to graduating with Honors from the University of Miami. He is a member of the United States Green Building Council as well as the Urban Land Institute, and he serves one of the nation s most challenged affordable housing markets the Florida Keys in his role as a member of the Monroe County Commission s Affordable Housing Advisory Committee. He has authored urban planning articles for a variety of regional and national publications and was recently named in South Florida Business Journal s 40 under 40 list. Robert Morgan, Regional Vice President (Charleston, SC): Mr. Morgan is leading Carlisle s expansion efforts into the Southeastern United States. He has several years of development and architecture experience, most recently serving as Managing Director for the South Carolina office of Trammell Crow Residential (TCR). In this capacity, Mr. Morgan delivered over 1,200 units of rental apartments and for-sale condominiums that totaled over $200 million in development costs. He managed the day-to-day operations of this development and general contracting organization, opening TCR s South Carolina office and leading several years of significant growth for the organization. Mr. Morgan received a B.S. in Design from Clemson University, and a M.S. in Real Estate Development, Master of Architecture, and Certificate in Urban Design from Massachusetts Institute of Technology (MIT). Lindsay Lecour, Vice President: Ms. Lecour is responsible for overseeing all phases of real estate development activity from predevelopment to lease-up and stabilization. Ms. Lecour specializes in complex neighborhood revitalizations with housing authority partners. She oversees all Broward County development in partnership with the Broward County Housing Authority (BCHA) and the Housing Authority of the City of Fort Lauderdale (HACFL), which comprises over 1,000 units and more than $200MM of development cost. Highlights of her work with BCHA include the first LEED Silver affordable housing in the Southeast US and aspirations for the first Net Zero affordable building in the Southeast. As part of her work with HACFL, she implemented a highly acclaimed community gardening program and is seeking one of the first LEED for Neighborhood Development certifications in the country for the revitalization of an entire neighborhood in northwest Fort Lauderdale. Prior to joining Carlisle, Ms. Lecour was an analyst for a Seattle-based regional investment bank specializing in public finance, and a management consultant in the financial services and nonprofit sectors. Ms. Lecour holds an MBA from Yale School of Management and earned a B.A. in International Relations from Stanford University, where she studied for a year in Santiago, Chile. Christopher Peterson, Vice President: Mr. Peterson s areas of responsibility include directing financial activities, evaluating new financial instruments, and assessing subsidy impacts to the financial feasibility of Carlisle s affordable housing and economic development initiatives. He specializes in project management of complex multi-phase, mixed-use and transit-oriented developments. Since 2008, he has planned, developed or stabilized more than 1,600 affordable housing units, representing more than $205 million of development capital. He is currently overseeing the construction of Brownsville Transit Village, believed to be the largest transit oriented affordable housing development in the US when completed. Mr. Peterson began his career in real estate as an investment banker, originating and transacting over $300 million in debt and equity for a diverse set of real estate companies throughout the country. Prior to joining Carlisle, he managed a full service hotel, which he ultimately converted to luxury condominiums, while returning the food and beverage operations to profitability. He holds a B.A. from Brown University. 9

78 Dan Wilson, Vice President of Carlisle Development Group: Mr. Wilson is responsible for acquisitions, new business development and relationship management. He has diverse real estate development experience including land acquisition, site planning and design, sourcing of equity and debt, construction management, and sales/leasing supervision. Since joining Carlisle in 2006, he has managed the development of a wide variety of residential and mixed use developments totaling more than 1,200 multifamily units. Currently, he is managing new multifamily developments in South Florida, the Florida panhandle and St. Croix in the US Virgin Islands. Mr. Wilson received a B.A. degree in Finance and Real Estate from Florida Atlantic University. Elizabeth Wong, Vice President for Applications and Underwriting of Carlisle Development Group: Ms. Wong has over 12 years of experience overseeing applications to federal, state, and local governments, along with private lenders and investors. Ms. Wong s deep experience with subsidy funding processes gives Carlisle s Development Team a distinct competitive advantage in the competition for scarce funding sources. In addition she is responsible for searching and identifying likely funding sources for specific projects and programs and development opportunities, and overseeing RFQ/RFP responses to municipalities and public housing authorities. She is also responsible for satisfying the many credit underwriting requirements of public and private sector funding sources and for the successful closing of financial and partnership transactions. Ms. Wong is a graduate of Saint John s University, where she earned a B.S. in Accounting. Paul Prechter, LEED A.P., Senior Construction Manager of Carlisle Development Group: Mr. Prechter has diverse experience in all phases of site development and construction including civil, retail, commercial, residential and multi-family. As a LEED Accredited Professional he is also qualified to manage the execution of LEED (Leadership in Energy & Environmental Design) designated projects. Mr. Prechter is the qualifying contractor for Carlisle Construction, LLC, a general contracting company and affiliate of Carlisle Development Group, LLC. He spends much time in the field maintaining a strong daily presence with the construction team. Prior to joining Carlisle, Mr. Prechter gained development and construction experience as a Project Manager for The Brambleton Group, a commercial and residential developer based in Dulles, VA, with holdings in Richmond, Virginia. Mr. Prechter graduated from the University of Michigan with a B.S. in Economics. Anthony Ceroy, Finance Manager: Mr. Ceroy has over nine years of experience in real estate finance, acquisitions, and asset and property management. As Finance Manager, he is responsible for establishing and maintaining debt and equity relationships, negotiating terms and monitoring financial market trends. Prior to joining Carlisle, Mr. Ceroy worked for City Real Estate Advisors in Indianapolis, Indiana, where he was directly involved in closing more than $100M of equity. As a key member of the Acquisitions team, he helped evaluate complex mixed finance multi-family developments as well as assessed markets and site feasibility among other day-to-day project management activities. Mr. Ceroy holds a B.S. in Business Administration from the University of Florida. Marvin Wilmoth, Development Manager: Mr. Wilmoth is responsible for the complete real estate development process including initial feasibility studies, land acquisition, site planning and design, entitlements, sourcing of equity and debt, construction management, leasing/sales supervision, stabilization and debt conversion for multi-phase and mixed finance developments. Prior to joining Carlisle Development Group, Mr. Wilmoth worked for J.P. Morgan s Investment Banking Division in New York. He holds a B.A. in Business Administration and an M.B.A. with a concentration in Finance from Florida A&M University as well as a Master of Science in Real Estate Development from Columbia University. 10

79 Marilyn Barrera, Director of Human Resources: A seasoned human resource generalist, Ms. Barrera is responsible for all functions related to human capitol at Carlisle. These include recruitment, talent management, payroll, employee relations, change management and culture advocacy initiatives. Ms. Barrera came to Carlisle with a distinguished history of working for mission orientated organizations such as The Children s Home Society, and consulting for geriatric care centers as the Chief Administration Officer of Komie Kare, Inc. Raised in South Florida she received her Bachelors of Science in Administration from Barry University and is an active member of the Society for Human Resource Management. Michael Finnegan, Director of Asset Management for Carlisle Property Management: Mr. Finnegan is responsible for the oversight of Carlisle s portfolio. Mr. Finnegan oversees the third party property management companies to ensure assets are performing to the best of their ability as well as forecasting market trends, implementing cost saving procedures and initiating methods of generating ancillary income. Mr. Finnegan has over twenty years of operational experience most recently as the west coast Asset Manager for Apollo Real Estate Advisors, the 14 th largest real estate private equity firm, based in New York City and with Brookhill Corporation the private asset management company overseeing the May family holdings which are in excess of $1 billion. He received a Bachelor of Arts in real estate from Arizona State University and a Masters in real estate from New York University. Carlisle Property Management: Asset Management and Compliance Carlisle Property Management, Inc. ( CPM ) was formed in 1996 and provides marketing, administrative, accounting and compliance monitoring for the Carlisle properties. Carlisle s team of professionals fully complies with IRC, HUD, state and local agency regulations of 5,970 residential units. These properties include 9% Housing Credit, 4% Housing Credit / Tax exempt Bond financing, HOME, AHP, SAIL, SHIP and SURTAX program loans. Our extensive experience in providing compliance with subsidy regulations and requirements is what distinguishes Carlisle from other management companies operating subsidized properties. Michael Finnegan is the Director of Asset Management for CPM and is responsible for the oversight of Carlisle s portfolio. Mr. Finnegan oversees the third party property management companies to ensure assets are performing to the best of their ability as well as forecasting market trends, implementing cost saving procedures and initiating methods of generating ancillary income. Mr. Finnegan has over twenty years of operational experience most recently as the west coast Asset Manager for Apollo Real Estate Advisors, the 14th largest real estate private equity firm, based in New York City and with Brookhill Corporation the private asset management company overseeing the May family holdings which are in excess of $1BB. In his position as Director of Asset Management, Michael is responsible for maximizing the return for each assigned asset through the analysis of property efficiencies and by identifying opportunities for improved performance. Finnegan works closely with the property management group developing and monitoring business plans, budgets, forecasts, analysis and approvals. Responsibilities also include capital plan preparation, contract negotiations and broad oversight of the internal compliance team. Mr. Finnegan received a Bachelor of Arts in real estate from Arizona State University and a Masters in real estate from New York University. Please see Appendix for a list of properties currently under management. 11

80 Organizational Chart The development team will create single purpose entities for [FILL IN]. Team Role Firm Description Developer Carlisle Development Group, LLC 2950 SW 27 TH Avenue, #200 Miami, FL , Matthew Greer Focused on partnering with Housing Authorities, non-profits, & faithbased institutions and on Green Development General Contractor [FILL IN] Architect [FILL IN] Architect with knowledge of local building code and vast affordable housing experience Civil Engineer HSQ Group, Inc W Palmetto Park Rd, Ste 340 Boca Raton, Florida , Tony Quevedo Civil Engineer with local land development, site planning and permitting expertise 12

81 Land Use Attorney General Counsel Special Counsel Special Counsel Accountant & Tax Credit Advisor Management Company [FILL IN] Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, #2200 Miami, FL , Brian McDonough Klein Hornig, LLP 1275 K Street NW, Suite 1200 Washington, DC , Chris Hornig Radey Thomas Yon & Clark 301 South Bronough Street, #200 Tallahassee, FL , Donna Blanton Reznick Group 5607 Glenridge Drive; Suite 500 Atlanta, GA , Amy Blocker Carlisle Property Management, Inc SW 27TH Avenue, #200 Miami, FL , Michael Finnegan Land Use Attorney Local Planning Expertise Tax Credit Specialist HUD/ HOPE VI Specialist Florida Housing Finance Corporation Specialist Tax Advisory Services Asset Management and Compliance 13

82 # Project Development Name Municipality Units Cost Tallman Pines I & II Broward County Housing Authority (BCHA) 200 $43M East Village Broward County Housing Authority (BCHA) 155 $33M Dixie Court I, II & III Housing Authority of the City of Fort Lauderdale (HACFL) 254 $46M Northwest Gardens I & III Housing Authority of the City of Fort Lauderdale (HACFL) 293 $55M Dr. Kennedy Homes Housing Authority of the City of Fort Lauderdale (HACFL) 132 $24M Santa Clara I & II Miami Dade Transit/Housing & Community Development 412 $48M Allapattah Gardens Miami Dade Transit/Housing & Community Development 128 $13M Brownsville Transit Village II, III & IV Miami Dade Transit/Housing & Community Development 467 $155M Northside Transit Village I & II Miami Dade Transit/Housing & Community Development 438 $100M NSP 686 Scott Carver Expanded HOPE IV Miami Dade Housing & Community Development 30 $6M NW 7 th Avenue Transit Miami Dade General Services Administration/Transit/Housing & Village Community Development 202 $65M Morris Court II & III Area Housing Commission, Pensacola (AHC) 124 $25M Newport News Newport News Redevelopment & Housing Authority, Virginia 60 $15M Louis E. Brown I & II US Virgin Islands Housing Authority (USVI) 142 $32 M

83 Municipal and Public Housing Authority Partnerships Development Name Municipality # Units Project Cost Tallman Pines I & II East Village Dixie Court I, II & III Northwest Gardens I & III Dr. Kennedy Homes Santa Clara I & II Allapattah Gardens Brownsville Transit Village II, III & IV Northside Transit Village I & II NSP 686 Scott Carver Expanded HOPE IV NW 7 th Avenue Transit Village Morris Court II & III Newport News Louis E. Brown I & II Broward County Housing Authority (BCHA) Broward County Housing Authority (BCHA) Housing Authority of the City of Fort Lauderdale (HACFL) Housing Authority of the City of Fort Lauderdale (HACFL) Housing Authority of the City of Fort Lauderdale (HACFL) Miami Dade Transit/Housing & Community Development Miami Dade Transit/Housing & Community Development Miami Dade Transit/Housing & Community Development Miami Dade Transit/Housing & Community Development Miami Dade Housing & Community Development Miami Dade i General Services Administration/Transit/Housing & Community Development Area Housing Commission, Pensacola (AHC) Newport News Redevelopment & Housing Authority, Virginia US Virgin Islands Housing Authority (USVI) 200 $43M 155 $33M 254 $46M 293 $55M 132 $24M 412 $48M 128 $13M 467 $155M 438 $100M 30 $6M 202 $65M 124 $25M 60 $15M 142 $32 M

84 Partner: YMCA of Greater Miami, Non-Profit Partner Project: Village Allapattah I & II - Mixed-Use, Urban In-Fill Development Year Built: 2009 Units: 200 Location: 2370 NW 17 th Avenue, Miami, Florida Amenities: Community Center with Library and Computer Lab, Fitness Facility, Day Care Center, Domino Court, Tot Lot and on-site Resident Programs Total Development Cost: $68,182,589 Funding Sources and Amounts: 9% Housing Credits, Richman Group $45,153,000 Miami-Dade County Surtax Funds $ 4,886,541 Florida Housing Rental Recovery Program Loan $ 3,643,048 Bank of America Conventional Debt $14,500,000 Summary: Founded in 1916, the YMCA of Greater of Miami is one of South Florida s oldest and largest non-profit organizations. The YMCA partnered with Carlisle Development Group to build Village Allapattah a unique mixed use public/private partnership creating 200 affordable housing units for very-low and lowincome families and seniors, along with a 10,000 square foot YMCA child care center and 17,000 square foot YMCA wellness and fitness center. Village Allapattah comes to serve the most affected sector in a downturn real estate market and during the biggest financial crisis in the global economy. From the beginning, Village Allapattah faced many challenges that were addressed carefully through diligent negotiations with the City of Miami, partners, YMCA board leadership, experts in construction, contract law and housing.

85 YMCA under-utilized land faced several challenges starting with its distressed urban location. The lowincome area was in disadvantage to raise funds, compromising the viability of a mixed/used development. By Carlisle and the YMCA opting to work together, they found effective solutions, not only to low income housing but also funding the YMCA programs for this community. The YMCA contributed the land and Carlisle agreed to build the shell space for the YMCA facility in order to lower expenses and allow for the YMCA to focus on much needed community programs. The first phase includes a 12-story tower with 110 apartments in a mix of one, two and three bedroom units, and the second phase includes a nine-story tower with 90 one-bedroom units reserved for seniors. Miami-Dade County General Obligation Bonds funded the YMCA facility and the Florida Housing Finance Corporation allocation of competitive housing credits and a hurricane Rental Recovery Program loan, and Miami-Dade County provided funding for the residential portion. The $68 million + two-phased project was completed in the first quarter of 2009 was selected by Affordable Housing Finance magazine as one of three finalists in the magazine s 2009 Readers Choice Awards for the nation s best developments of under Mixed Use/Master Planned. In addition Carlisle and the YMCA partnered on Village Carver, to build nearly 400 units of affordable housing for families and active seniors, a YMCA child care and teen center, and ground-floor neighborhood retail space. One, two and three bedroom apartments with rents affordable to families and individuals earning between 33% and 60 % of the area median income will be available in the first quarter of The concept of a YMCA combined with affordable housing is the first of its kind which sets the pace for other Y's nationally. This combination meets the community's need for affordable housing and the services a traditional YMCA offers.

86 Project: The Beacon - Urban In-fill Year Built: Units: 90 Location: 1000 NW 1 st Avenue, Miami, FL Amenities: Multi-functional community room, library, laundry facility, exercise room, computer lab, secure parking garage, playground, car care center and on-site resident programs Total Development Cost: $25,186,438 Funding Sources and Amounts: ARRA Exchange Credits $20,655,000 Construction Loan $2,384,493 County SURTAX Loan $2,146,945 Summary: The Beacon is the first major, eco-friendly development in Overtown, one of the oldest neighborhoods in the City of Miami, for very low- and low- income individuals and households. Within 10 days of the groundbreaking ceremony on June 1 st, 2010, over 100 prospective residents contacted Carlisle to be placed on a waiting list, indicating the overwhelming demand for high quality affordable housing in this neighborhood. "We feel great about this project. I think it's going to be an icon for this area," said Alberto Cordoves of Corwil Architects, who designed the building. "We're just fortunate to have the kind of client that I have, putting in a product that is equivalent to market rate. You'll see that demonstrated by our drawings and the product that we're putting in here, that it's truly going to be the beacon for this neighborhood." Construction of the 13-story high-rise is expected to be completed in July of 2011.

87 Partner: Carrfour Supportive Housing, Inc., Non-Profit Partner Project: Royalton - Historic Rehabilitation Year Built: 2008 Units: 100 Location: 131 SE 1 st Street, Miami, FL Amenities: Community Center, Library, Computer Lab, Resident Programs Total Development Cost: $18,725,000 Funding Sources and Amounts: 9% Housing Credits, Wachovia $ 9,674,413 Wachovia Construction Loan $ 4,750,000 Florida Housing State Apartment Incentive Loan $ 3,000,000 Miami-Dade County SURTAX Loan $ 2,250,000 HOME Loans County/City $ 2,330,000 Homeless Housing Assistance Grant $ 750,000 Shelter Plus Care Operating Subsidy $ 2,000,000 Summary: Carrfour Supportive Housing, Inc. ( Carrfour ) is a non-profit developer of supportive housing and a cogeneral partner and co-developer of the Royalton in downtown Miami. The Royalton is an affordable housing historic rehabilitation that provides 100 SRO units to the formerly homeless. Carrfour s mission is to develop supportive housing and maximize the self-sufficiency of formerly homeless adults and families, as well as those at risk of homelessness. Carlisle and Carrfour shared development responsibilities, with Carlisle as the lead developer. Carrfour currently manages the day to day on-site operations of the Royalton and provides all the social service resident programs. The $18 million renovation was completed in The National Trust for Historic Preservation selected the Royalton to receive one of fifteen National Preservation Honor Awards in It is also Multifamily Executive magazine s 2010 Project of the Year in the Adaptive Reuse category. The Royalton is a 2009 Readers Choice Award winner for the nation s best developments of under the Historic Rehabilitation category in Affordable Housing Finance magazine.

88 Project: Santa Clara I & II Transit Oriented Development on the Santa Clara Metrorail Station Year Built: Phase I , Phase II Units: 412 Location: 2000 NW 12 th Avenue, Miami, Florida Amenities: Community Center with Library and Computer Lab, Fitness Facility, Tot Lot, Picnic Area and on-site Resident Programs Total Development Cost: $ 47,625,000 Funding Sources and Amounts: 9% Housing Credits, Related Capital Company $ 31,115,000 Miami-Dade County Loans $ 5,160,000 City of Miami HOME Loan $ 750,000 Conventional Debt $ 10,600,000 Summary: In 1999, the Miami-Dade Transit Agency recognized the potential for public and private benefit through a joint- use development of various parcels in order to promote Metrorail usage and to further economic development in Miami-Dade County. The county issued a Request for Proposal from qualified developers for nine county-owned sites located adjacent to Metrorail Stations. In 2001 the Miami-Dade Transit Agency entered into a 90-year lease for Santa Clara Apartments with Carlisle as the lead developer. Santa Clara is a two-phased development on a 3.66 acre parcel built on the Santa Clara Metrorail Station. Phase I is a 9-story, 208- unit affordable rental apartment building with surface parking and Phase II is a 17- story, 204-unit affordable rental apartment building with five levels of parking and the ground floor dedicated to Transit parking.

89 These developments achieved the following goals which continue to benefit the community: Established the first affordable housing development in Florida to provide transitional housing for Youths Aging out of Foster Care (Santa Clara II). Increased ridership at Metrorail, thus helping to alleviate some of Miami s traffic and pollution problems. Provided much-needed affordable housing that complements the Metrorail stations and surrounding area. Revitalized the infrastructure around the Metrorail stations and created visually appealing structures along the Metrorail route; the landscaped open spaces, new streetscapes, pedestrian pathways and parking improvements around the developments provide safe, well-lit, direct access between the Metrorail stations and the developments.

90 Partner: St. Agnes Housing Corporation, Non-Profit Partner Project: Brownsville Transit Village Transit Oriented Development on the Brownsville Metrorail Station Year: Proposed Units: 467 Location: NW 53 Street and NW 29 th Avenue, Miami, Florida Amenities: Community Center with Community Meeting Hall, Fitness Facility, Computer Lab and Library, Picnic Area, Car wash Area, on-site Resident Programs and Access to Mass Transit Hub (Bus & Metrorail). Total Development Cost: $155,000,000 ARRA Exchange Credits $ 53,537,000 Tax Credit Equity $ 35,065,200 Citibank Conventional Debt $ 3,110,000 County SURTAX Loans $ 3,957,986 Summary: The Brownsville Transit Village (BTV) development is a large scale mixed-use, mixed-income transit oriented development. The site plan is designed to create a walkable live-work-play environment, while maintaining the character of a residential neighborhood. This urban in-fill development is located on the existing Brownsville Metrorail Station parking lot, providing residents with immediate and convenient access to most of Miami-Dade s employment centers. This innovative development fosters both community development and green living. St. Agnes Housing Corporation is a 501(c)(3) tax-exempt organization with a mission to develop affordable homes for low- and moderate- income inner city families. St. Agnes leased the BTV site from the Miami-Dade County Transit Department and Carlisle s limited partnership has leased the site from St. Agnes. BTV will consist of 467 residential rental apartments built over 5.8 acres of urban in-fill land in five phases of mid- to high-rise buildings.

91 Phase I is a 96-unit family building and Phases II is a 100-unit elderly building, both were financed by tax credit exchange equity promulgated under the American Reinvestment and Recovery Act. Phases III thru V will be high rise buildings consisting of between 100 and 103 units. 100% of the units will be rented to individuals &/or households earning 60% or less of the Area Median Income. The Brownsville Transit Village will be the 1 st LEED certified transit oriented development in Miami- Dade County. Throughout the five phases of development, an emphasis will be made on reducing resource consumption (water, electric and repairs) in a number of ways. Any additional capital cost will be offset by the operating expenses savings for the long-term timeframe of the project. For example: Carlisle intends to use low-flow plumbing fixtures to help save sustainable amounts of water (up to 40%) compared to conventional fixtures while providing the same utility. Carlisle has implemented this improvement in many of its units to date. Carlisle intends to use high-efficiency lighting in units and common areas deliver both environmental benefits and energy cost savings. Common areas will also feature solar-powered lighting. Carlisle intends to use ceramic tile throughout all residential units and common areas to extent possible to limit the annual budget for make-ready expenses. Carlisle intends to install solar panels in order to reduce electricity usage.

92 Partner: Broward County Housing Authority (BCHA) Project: Tallman Pines I & II (LEED Silver Certified) Year Built: 2008 Units: 200 Location: 700 NE 41 st Street, Deerfield Beach, Florida Amenities: Playground/Tot Lot, Computer Lab, Exercise Facility and on-site Resident Programs Total Development Cost: $42,783,647 Funding Sources and Amounts: 9% Housing Credits, Richman Group $26,051,895 4% Housing Credits, Richman Group $ 2,022,000 Florida Housing Multifamily Tax-Exempt Bonds $ 3,654,876 Broward County HOME Loan $ 1,000,000 Florida Housing Rental Recovery Program Loan $ 3,654,876 Conventional Debt $ 6,400,000 Summary: Tallman Pines is a two-phased development which transformed 108 obsolete units into a new development of 200 affordable housing units. The Broward County Housing Authority and Carlisle Development Group partnered after Carlisle won a Request For Qualification for co-developer issued by the BCHA in September of 2004 to initiate the thoughtful redevelopment of a neighborhood in need. As the first LEED Silver certified affordable housing development in the southeast United States, Tallman Pines is a great example of product innovation and quality initiative. In the November/December 2008 issue of Developer Magazine, the Tallman Pines Apartments development was selected the winner of Developer Magazine s 2008 Annual Sustainability Award. The inclusion of Energy Star appliances and environmentally conscious fixtures throughout Tallman reduce utility costs and property operating expenses resulting in a more sustainable multifamily development. Familiarity with these stringent certifications help ensure that Carlisle developments receive recognition for helping to improve quality of life for the residents as well as the community.

93 Partner: Housing Authority of the City of Fort Lauderdale (HACFL) Project: Dixie Court I, II & III Year Built: Phase I & II 2008, Phase III 2009 Units: 154 Location: 950 NW 4 th Street, Fort Lauderdale, Florida Amenities: Community Center, Library, Computer Lab Tot lot, Shuffleboard Court, Lawn Bowling, Car Care Area, Gazebo-Picnic Area and on-site Resident Programs Total Development Cost: $53,204,000 Funding Sources and Amounts: 9% Housing Credits, PNC Bank $23,816,635 4% Housing Credits, PNC Bank $ 2,237,446 State Issued Multi-family Tax-Exempt Bonds $ 4,750,000 Conventional Debt $ 6,250,000 Florida Housing Go Zone SAIL Loan $ 1,025,000 Florida Housing Rental Recovery Program $ 5,346,305 Florida Housing Extremely Low-Income Loan $ 850,000 Broward County HOME Loan $ 500,000 Summary: Carlisle began working with the HACFL in the fall of 2005 on the redevelopment of Dixie Court Apartments; since then, the partnership has evolved to include the HACFL s entire portfolio of aging public housing stock. The HACFL and Carlisle are currently working together as co-developers to build or rehab over 800 units of affordable housing which the HACFL will own after stabilization. When Carlisle and HACFL began working together in late 2005, the demolition of the existing structures on Dixie Court s 1 st phase had already been catalyzed by a HUD HOPE VI Demolition Grant. The partnership had been awarded an allocation of 9% Housing Credits and was ready to move forward with entitlements on the 1 st phase of Dixie Court, but Carlisle recognized that the development still needed more sources. Carlisle s strategy was to split the development into two phases, keep the 2005 Housing Credit award for the 1 st phase and finance the 2nd phase with Tax-exempt Bonds and hurricane Rental Recovery Loan Program funds. This helped both phases proceed with enough sources to account not only for rising construction costs but also for a significant land payment to the HACFL.

94 In November 2008, both phases were completed, ahead of schedule, under budget, and with significant upgrades such as ceramic tile floors, low-flow/green fixtures and verdant landscaping. The third and final phase of Dixie Court broke ground in late 2008, having garnered sufficient financing (including 9% Housing Credits, Broward County s Affordable Housing Program funds, as well as the local CRA s Streetscape Improvements Program), to allow for another significant land payment to the HACFL. In addition, Carlisle helped the HACFL avoid platting this parcel by working out an agreement to dedicate rightsof-way to the City and County while maintaining the use of this land for parking for the residents. In efforts to be sensitive to the HACFL s residents, the redevelopments have been phased to allow residents to move into new housing with as little disruption of their lives as possible. Because Dixie Court I & II were the first redevelopment, the existing residents were relocated with the promise of coming back to the new development. Residents were relocated to Dixie I and II again, so that families, neighbors and the community were disrupted as little as possible. In homage to these residents, many of whom lived decades at Dixie Court, Carlisle installed a historic photography exhibit in the clubhouse and common areas of the development highlighting The Old Days at the development. In addition, we will be dedicating a commemorative flagpole and seating area in honor of the development s historic significance to the community.

95 Partner: Housing Authority of the City of Fort Lauderdale (HACFL) Project: Northwest Gardens Year Built: Phase I & III Units: 293 Location: NW 10 Avenue & NW 7 & & 8 Streets, Fort Lauderdale, Florida Amenities: Community Clubhouse with a Library, Computer lab, Fitness Center and Leasing Office, Laundry Facilities, Gazebo Picnic area, Community Garden & on-site Resident Programs Total Development Cost: $49,807,500 Funding Sources and Amounts: ARRA Exchange Credits $23,232,500 Permanent Conventional Debt $10,850,000 9% Tax Credit Equity $14,975,000 Broward County AHP Grant $ 500,000 HOME Loan $ 250,000 Summary: The Fourth Phase of the HACFL s portfolio redevelopment is located in the Northwest Gardens neighborhood located in the City s NW CRA adjacent to downtown Fort Lauderdale. Northwest Gardens I, is an acquisition/rehabilitation development for those persons 55 years of age and older. Northwest Gardens I has Project Based Rental Assistance in the form of Section 8 vouchers on 72 of the units. Northwest Gardens will have a Community Garden component, which will encourage the elderly residents to maintain a healthy, active, and community-based lifestyle. The final components of the redevelopment will encompass three more phases of development in the northwest neighborhood of Fort Lauderdale of which the HACFL owns a significant portion. HACFL s strategy of awarding all of their sites within the neighborhood (via an RFQ) has given Carlisle the flexibility to master plan the community so as to optimize funding applications, speed up the development entitlement process and engage the local Community Redevelopment Agency to commit $6MM to HACFL/Carlisle-developed properties in the area.

96 Leading up to the 2008 state competitive tax credit cycle, Carlisle suggested including a property that HACFL had not originally intended to redevelop such that the application would qualify for the Preservation designation; consequently, the application received a better ranking and therefore won a 9% Tax Credit allocation. In the 2009 state competitive tax credit cycle, Carlisle again won a 9% Tax Credit Allocation for Phase III of the Northwest revitalization. Northwest Gardens III will be a new lowrise development for families. As the real estate and financial markets continue to fluctuate, Carlisle and HACFL have the advantage of a large portfolio of land which can be assembled not only to optimize Tax Credit applications but also the needs of the neighborhood residents.

97 Partner: Area Housing Commission (AHC) Project: Morris Court II & III Year Built: 2008 Units: 124 units: 74 (Phase II) & 50 (Phase III) Amenities: Community Center with a Library and Computer Lab, Gazebo Picnic Area and on-site Resident Programs Total Development Cost $23,622,996 Funding Sources and Amounts 9% Housing Credits $10,009,000 4% Housing Credits $ 2,727,727 State Issued Multifamily Tax-Exempt Bonds $ 4,500,000 Hurricane Rental Recovery Loan Program $ 4,286,269 Local Government $ 1,000,000 Conventional Debt $ 1,100,000 Summary: In 2005, at the conclusion of a Request for Qualification process, Carlisle and the Area Housing Commission, a local Pensacola Housing Authority, joined forces to revitalize the Morris Court neighborhood in Pensacola, Florida. After successfully securing fundingin 2006, the new and improved 124 unit Morris Court development was underway. Carlisle immediately demolished all 50 existing dilapidated housing units and laid the foundation for the revitalization of this area. Carlisle reached out to local neighbors, community organizers, AHC board members, and local city officials for assistance in its design efforts. By pursuing this holistic design approach, Carlisle was able to clearly define the needs of the community and create one of the first affordable new urbanism designs of its kind. This project consists of two phases of affordable housing - 74 family units (Phase II) and 50 elderly units (Phase III).

98 The family phase is comprised of townhomes and quad-style buildings, while the elderly phase is a 3- story, garden-style design. The development was completed in 2008 and has already begun to serve as a catalyst for a local revitalization movement. Its unique, new urban design has been praised by the local community and has helped Morris Court create a name for itself in the Florida panhandle.

99 Partner: Broward County Housing Authority (BCHA) Project: Ehlinger Apartments (LEED Certified) Year Built: 2011 Units: 150 Location: 7481 NW 33 Street, Davie, Florida Amenities: Community Center with Library and Computer Lab and on-site Resident Programs Total Development Cost: $24,750,000 Funding Sources and Amounts: 9% Tax Credit Equity $16,165,000 ARRA Exchange Funds $ 5,000,000 Permanent Conventional Debt $ 3,300,000 HOME Loan $ 285,000 Summary: On July 21, 2008, the Broward County Housing Authority issued a Request for Qualifications for a codeveloper for the redevelopment of Ehlinger Apartments. Eight developers responded to the RFQ and Carlisle Development Group was selected as BCHA s partner with the goal of redeveloping the public housing site into an award winning, sustainable, affordable housing community. In the 2009 state competitive tax credit cycle, Carlisle won a 9% Tax Credit Allocation for Ehlinger. Carlisle is providing creative comprehensive development services, particularly paying attention to a master plan concept to consider the site, the surrounding community and resident lifestyle expectations regarding space utilization, and design features and amenities. Existing Public Housing to be Redeveloped

100 Project: Lake Mirror Tower Market Rate Historic Rehabilitation Year Built: 2005 Units: 76 Location: South Massachusetts Avenue, Lakeland, Florida Amenities: Lap Pool, Sun Deck, Community room, Billiard room, Fitness Center and Lake views Total Development Cost: $10,425,181 Funding Sources and Amounts: Historic Housing Credits $ 1,876,456 Permanent Conventional Debt $ 3,698,725 City of Lakeland $ 4,850,000 Summary: During the 1920 s Lake Mirror Tower was known as The Florida, a 180-room hotel located in the center of downtown Lakeland and was the City s grandest structure with its bell tower and Spanish Revival style architecture. It entertained famous guests such as inventor Thomas Edison and architect Frank Lloyd Wright. During World War II, it did its patriotic service for the country as The New Florida Hotel; Red Cross volunteers used the bell tower as a lookout for enemy planes. But over time, the formerly illustrious building evolved into a senior residence and then finally became vacant in Today, the splendor of this historic nine-story building has returned, after a multimillion dollar renovation was completed in Lake Mirror Tower has one of the best views in town, thanks to a rooftop sundeck that overlooks Lake Mirror, downtown Lakeland and more. The property also features a lap pool, fitness center, and business center. The reopening of The Florida as Lake Mirror Tower didn't just revive a building; it also rejuvenated downtown Lakeland. Since the property opened in 2005, at least three more smaller apartment complexes have begun construction or are in the planning phase. The city also plans to construct more than 400 residential units on 14 acres in northeast downtown Lakeland.