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HomeMy WebLinkAboutSubmittal-2007 Carryover Allocation Agreement2006-047C/2007-002C/2007 Carryover Allocation AgreemenS U B M I TT E D INTO TH E Page 1 of 8 FLORIDA HOUSING FINANCE CO 2007 CARRYOVER ALLOCATION A PUBLIC RECORD FOR ENTP71 O N 7/ 7/07 This 2007 Carryover Allocation Agreement (Agreement) by and between Florida Housing Finance Corporation (Florida Housing) and Pinnacle Plaza, Ltd. (Owner) constitutes an allocation of the 2007 Housing Credit dollar amount meeting the requirements of Section 42(h)(1)(E) and (F) of the Internal Revenue Code of 1986 as amended (Code). Unless otherwise specifically provided, this Agreement and the terms used herein shall be interpreted in a manner consistent with the requirements of Section 42 of the Code. In consideration of the conditions and obligations stated in this Agreement, Florida Housing and the Owner understand and agree as follows: Florida Housing has reviewed the 2006 Application filed by the Owner of Pinnacle Plaza (Development). Based on the evaluation of the Development identified in the 2006 Application, and the credit underwriting analysis, Florida Housing and the Owner incorporate, by reference, the 2006 Application into this Agreement. 2. The Owner acknowledges that all the terms, conditions, obligations, and deadlines set forth in this Agreement and the attached Exhibits, together with those that are incorporated by reference, constitute material and necessary conditions of this Agreement, and that the Owner's failure to comply with any of such terms and conditions shall entitle Florida Housing, at its sole discretion, to deem the credit allocation to be canceled by mutual consent of the parties. After any such cancellation, the Owner acknowledges that neither it, nor its successors in interest to the Development, shalt have any right to claim Housing Credits pursuant to this allocation. Florida Housing reserves the right, at its sole discretion, to modify and/or waive any such failed condition precedent. 3. This 2007 Housing Credit allocation is not to exceed an annual amount of $1,440,141.62 for the Development. If the Development consists of more than one building, this Agreement constitutes an allocation of credit on a project basis to the Development in accordance with Section 42(h)(1)(F) of the Code. The "per building" Housing Credit amounts specified in Exhibit A are solely for purposes of determining the total housing credit allocation for the Development and do not constitute specific allocations made on a building by building basis. This allocation is expressly conditioned upon satisfaction of the requirements of Section 42(h)(1)(E) of the Code and upon the terms and conditions of this Agreement. �[0 t f",c'r Or rl 2006-047C/2007-002C/2007-002C/2007 Carryover Allocation Agreement Page 2 of 8 4. The Owner certifies it is the legal owner of the Development and that the following information is true, accurate, and complete: a. Owner Name: Pinnacle Plaza, Ltd. b. Taxpayer Federal ID#: 20-1422381 c. Owner Address: 9400 South Dadeland Blvd. Suite 100 Miami, FL 33156 d. Development Name: Pinnacle Plaza e. Development Address: 3650 NW 36th Street Miami, FL 33142 f. Florida Housing Development Number: 2006-047C/2007-002C g. Total Number of Units in Development: 132 Submitted into the public (Includes market rate units. set -aside units. and full-time employee units.) in connection with h. Total Number of Buildings: 2 ften Z l on 9'-27-01 Priscilla A. Thompson i. Total Number of Qualified Residential Buildings: 1 City Clerk (as defined at Section 42(h)(1)(E)(ii) of the Code) j. Type of Construction: Ncw Construction k. Demographic/Designation: Family/Large County 1. Anticipated Placed in Service Date: 12/31/2008 of the last constructed/rehabilitated building (Month. Day and Year) m. Minimum Set -Aside: 40% of units at 60% of area median income n. Total Set -Aside: 15% of the residential units at 33°/0 of area median income 85% of the residential units at 60% of area median income o. Extended Use Period: The Owner has irrevocably waived the "option to convert" to market rents after year 14 and FURTHER COMMITS to an additional compliance period of 35 years (fifteen years plus 35 additional years totaling 50 years). P. Development Features and Amenities: The Development will be constructed or 2006-047C/2007-002C/2007-002C/2007 Carryover Allocation Agreement Page 3 of 8 Submitted Into the public re . in connection wit I on q-2 7- 0 A. Thompson City Clerk rehabilitated in accordance with the 2006 Application and shall provide at a minimum the Features, Amenities and Programs described in Exhibit B. 5. a. Site Control: (i) The Owner shall demonstrate to Florida Housing that it has satisfied the requirement of site control by including a copy of the recorded deed and closing statements, or a copy of the executed long term lease agreement, together with such other evidence or documentation that Florida Housing shall deem necessary. These documents are to be incorporated into the Agreement as an attachment to the Development's Legal Description, Exhibit C. (ii) To meet the Site Control requirement, the Owner certifies to Florida Housing that it owns the land on which the Development is to be built, or that the Owner is the Lessee under a lease of the land on which the Development is to be built and which has a term that does not expire prior to the expiration of the Extended Use Period. Site Control Election: Owner shall initial only one of the following: 1 elect to meet the Site Control requirement, x upon the initial submission of this Agreement or within six months of the execution of this Agreement In choosing the six month election, the Owner agrees to provide evidence of meeting the requirement as a supplemental to the original Carryover Allocation Agreement without amending the original document. b. Cost Basis and Certification: The Owner certifies that it shall incur at least 10 percent of the reasonably expected basis (10% test) of the Development no later than six months from the date of this Agreement. The Owner shall indicate below whether it chooses to provide evidence that the 10 % test has been met upon the initial submission of this Agreement or within six months of this Agreement's execution. The Owner represents that its reasonably expected basis in the development (land and depreciable basis) as of December 31, 2008 is $ 26,917,109.00 such that for purposes of the 10% test, it must have a basis in the Development (land and depreciable basis) of at least $ 2,691,711.00 by no later than six months from the date of this Agreement. 2006-047C/2007-002C/2007 Carryover Allocation Agreement Page 4 of 8 Submitted Into the public' record in connection with item (%Z t on q 21- 0-1 Priscilla A. Thompson City Clerk Cost Basis and Certification Election: Owner shall initial only one of the following: I elect to meet the 10% test requirement, X upon the initial submission of this Agreement or within six months of the execution of this Agreement In choosing the six month election, the Owner agrees to provide an updated Exhibit D as evidence of meeting the 10% requirement. This will be a supplement to the original Carryover Allocation Agreement without amending the original document. The Owner shall submit the properly completed and executed Exhibit D as evidence that it has or has not met the 10% test requirement. Florida Housing's acceptance of any certification with respect to meeting the 10% test requirement, does not constitute a representation as to the satisfaction of the requirements under Section 42(h)(1)(E) of the Code as binding on thc part of the Internal Revenue Service. 6. The Owner acknowledges that all qualified buildings within the Development shall be placed in service on or before December 31, 2008. The final tax credit determination by Florida Housing cannot be made until such time as all buildings are placed in-service and the required Final Cost Certification has been submitted and approved by Florida Housing. Florida Housing shall not issue any partial final allocations. 7. The Owner acknowledges and agrees to submit to Florida Housing, in accordance with Rule Chapter 67-48, Florida Administrative Code: (i) written progress reports evidencing the progress of the Development at least once each calendar quarter, and (ii) the completed and required Final Cost Certification documents by the date that is 75 calendar days after all the buildings in the Development have been placed in service. In the event the Owner fails to comply with the above requirements or fails to commence construction within nine months from the effective date of the 2006 Carryover Allocation Agreement, the Housing Credits allocated within this Agreement shall be deemed returned to Florida Housing pursuant to Section 42 (h)(3)(C) of the Code. Florida Housing, in its sole and absolute discretion, may extend the time for compliance with these requirements upon receipt of a written request from the Owner and if Florida Housing determines that thc Owner is making a diligent effort to comply. 8. Pursuant to Rule Chapter 67-53, the Owner shall coordinate with the Development's assigned servicer, Seltzer Management Group, Inc, to have at least four on -site construction inspections at the Owner's expense. The Owner shall insure that these inspections are conducted at different intervals during the construction period with one 2006-047C/2007-002C/2007 Carryover Allocation Agreement. Page 5 of 8 Submitted Inu :he pubid, connection with item ViZ n[ conon -Z -O reco Priscilla A. Thompson • City Clerk of the inspections conducted prior to the Development being 15% complete and one inspection conducted at construction completion. 9. The Owner acknowledges and agrees that Florida Housing shall further evaluate the Development, pursuant to Section 42(m)(2) of the Code for a final housing credit allocation determination upon Final Cost Certification, when all buildings in the Development are placed in service. The Owner further acknowledges and agrees that, if the carryover housing credit allocation dollar amount, sct forth in paragraph 3 of this Agreement, exceeds the amount for which the Development is determined by Florida Housing to be finally eligible, pursuant to Section 42(m)(2) of the Code, the amount of any such excess shall be returned to and recovered by Florida Housing pursuant to Section 42(h)(3)(C) of the Code for reallocation to other developments. 10. Upon the Owner's written notification to Florida Housing that the last building in the Development is placed in service, Florida Housings receipt of evidence that all contingency items identified in Exhibit E of the Agreement have been satisfied, and acceptance by Florida Housing of the Final Cost Certification documents which include but are not limited to: • the Final Cost. Certification • the monitoring fee • copies of Certificates of Occupancy • a copy of the Syndication Agreement • an Independent Auditor's Report prepared by Accountant • photographs of the completed property • the original, executed Extended Low -Income with the deadlines imposed above an independent Certified Public Housing Agreement in accordance Florida Housing shall issue an Internal Revenue Service Form 8609 for each building. in accordance with the applicable federal law governing Ilousing Credit allocation under Section 42 of the Code and Florida I lousing program rules. The Extended Low -Income blousing Agreement, with respect to the Development, shall, incorporate the terms, conditions, and obligations undertaken by the Owner pursuant to paragraph 4 of this Agreement. 11. This Agreement does not in any way constitute a representation, warranty, guaranty, advice, or suggestion by Florida Housing as to the qualification of the Development for Housing Credits, or the financial feasibility, or viability of the Development. The Agreement shall not be relied on as such by any owner, developer, investor, tenant, lender or other person or entity for any reason. 2006-047C/2007-002C/2007 Carryover Allocation Agreement Page 6 of 8 If and to the extent that the allocation made pursuant to this Agreement is determined to be invalid, due to an error made by Florida Housing in determining its Housing Credit dollar amount for calendar year 2007. this Agreement shall be deemed to constitute a binding commitment on behalf of Florida Housing to allocate an equal amount of Housing Credits from its future Housing Credit Allocation Authority to the extent allowed by Section 42 of the Code. Such binding commitment shall, in all respects, be subject to the terms and conditions of this Agreement. 12. The Owner acknowledges and agrees to notify Florida Housing, in writing, in the event of a sale, transfer, or change in ownership of the Development in accordance with Rule Chapter 67-48, Florida Administrative Code. 13. Amendments to this document may be made by Florida Housing only upon written request from the Owner and as Florida Housing deems necessary. 14. The date of this Agreement is the date it is executed on behalf of Florida Housing as shown on the execution page hereto. (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.) SUBMIUED INTO THE rU3LtC RECORD FOR ITEMzi__0N9-27-07. 2007,by David 0. Deutch as Vice President (Name) (Type of Authority) Pinnacle Plaza, Ltd. (Name of part on behalf of l:hom instrument was e'ecutcd) Personally Known X or Produced Idntification j - No`try�ublic, State `o Florida •••,1*:''" LISSETTE CANTILLO MY COMMISSION A DD 340968 Pk EXPIRES: Septernber 8, 2008 B:nocd Publ.Jndenrners Print, Type or Stamp Name September 8, 2008 Date Commission Expires 2006-047C/2007-002C/2007 Carryover Allocation A reem T Page 7 of 8 1NTO1I'l Acknowledged, agreed and accepted: Owner: By: Title: --OWNER-- PUBLIC RLCORD FOR ITEMz ONio7. Pinnacle Plaza, Ltd. By: PHG-Plaza, LLC, it mineral Partner David 0. Deutch Typed or Printed Name Vice President Address: 9400 South Dadeland Blvd., Ste. 100 Miami, Florida 33156 Date: STATE OF Florida COUNTY OF Miami -Dade The foregoing instrument was acknowledged before me this j day of q141-1u Gco for() 2006-047C/2007-002C/2007 Carryover Allocation Agreement Page 8 of 8 SUBMITTED INTO THE --FLORIDA HOUSING -PUBLIC RECORD FOR FLORIDA HOUSING FINANCE CORPORATION ITEM z 1 ON (-z 7- 0 1 ■ 227 North Bronough Street, Suite 5000 Tallahassee, Florida 32301-1329 By its execution of this Agreement, and based on the foregoing representations and obligations, Florida Housing issues to the Owner a Carryover Allocation of 2007 housing credits pursuant to Section 42(h)(1)(E) and (F) of the Internal Revenue Code, as amended, subject to the conditions elsewhere in this Agreement. FLORIDA HOUSING HAS RELIED UPON INFORMATION SUBMITTED TO IT BY -HIE DEVELOPMENT OWNER IN ISSUING THIS CARRYOVER ALLOCATION. FLORIDA HOUSING MAKES NO REPRESENTATIONS OR GUARANTEES THAT THE OWNER IS ELIGIBLE TO RECEIVE THE CREDIT STATED HEREIN. THE INTERNAL REVENUE SERVICE DETERMINES TAXPAYER ELIGIBILITY. {U__kt P010,4_6k--) Date: 2 28 ID1 Florida Housing Tax Identification Number: 59-3451366 STATE OF FLORIDA COUNTY OF LEON The foregoing instrument was acknowledged before me this 011 day of 2007 by Vicki A. Robinson as Deputy Development Officer of the FLORIDA HOUSING FINANCE CORPORATION, a public corporation, the successor in interest to the Florida Housing Finance Agency, on behalf of said Corporation. She is personally known to me. bwr /4._60snAl Print or Stamp Name 9- - c O/o Date Commission Expires 000v'''BLOKE M. CARSON No it Pubic • Slab of Florida Coimsion Egkn Sop 4. 2010 Commission DO 591823 Bon4d NaMonal Notary Also, EXHIBIT A U1LD114G BY BUILDING OREAKDOWN . PROJECT NAME: Pinnacle Plaza ZIP: 33142 FILE NUMBER: 2006- 047C/2007-002C PROJECT ADDRESS: 3650 NW 36th Street CITY, STATE: Miami, FL BIN NUMBER (FHFC PROVIDES) ; INDIVIDUAL BUILDING ADDRESS AND ZIP GODS OR SITE DESCRIPTI.ON_(ASAPPLICABLE1 UNITS PER BUILDING UUILDING TYPE; ELIGIBLE BASIS (Q Adj.DDACT Bags" : %SET, _ ASpg',4,. QUALIFIED ..•. BASIS -••• • CRE.DIT' % RATE","* W MAXIMUM CREDIT ALLOCATED FLOG -04701 3650 NW 36th Street, Miami, FL 33142 132 NC 13,642,872.49 17,735,734.24 100% 17,735,734.24 8.12% 1,440,141.62 FLOG FLOG FLO6 FLO6 FLO6 _ FLOG FLO6 FLOG FLO6 FLO6 FLO6 FLO6 FLO6 FLO6 FLO6 FLO6 FLO6 FLO6 FLO6 FLOG FLOG FLO6 FL66 _ FLO6 FLO6 FLO6 FLO6 FLOG FLO6 FLO6 FLOG FLOG FLOG FLO6 FLOG TOTALS 132 13,642,872.49 17,735,734.24 1,440,141.62 ALTHOUGH CARRYOVER ALLOCATIONS ARE PROJECT -BASED, THIS BREAKDOWN IS REQUIRED FOR THE ASSIGNMENT OF BIN NUMBERS. THE PER -BUILDING CREDIT ALLOCATION IS NOT BINDING AT THE TIME OF FINAL ALLOCATION. Must indicate if New Construction (NC), Rehabilitation (Rehab), or Acquisition (Acq ) '" If in a Qualified Census Tract (QCT) or a Difficult Development Area (DDA), multiply the building's eligible basis by 1.3 and enter the result. '"' Enter the Applicable Fraction as a percentage, the smaller of the unit fraction or floor space fraction. *". If the Owner has elected to fix the credit percentage pursuant to Section 42(b)(2)(A)(ii)(I), this credit percentage is fixed and binding upon all upon the Owner and at successors as Owners of those buildings in the project If no such election has been made, this credit percentage is an NOTE: The total of the "Maximum Credit Allocated" column cannot exceed and should equal the amount of housing credits allocated buildings in the project with respect to which the election is made, ant estimate for purposes of making the Carryover Allocation Agreement.14z to the Development. AO ; dome �7 `�3 N EXHIBIT "B" (PINNACLE PLAZA/2006-047C/2007-002C) DESCRIPTION OF FEATURES AND AMENITIES A. The Development will consist of: 132 High -Rise Apartment units located in 1 residential building. Unit Mix: Submitted Into the public recormi in connection with Item Kz 1 on 9-2 7- 07 Priscilla A. Thompson City Cleric Twenty-four (24) one bedroom/one bath units containing a minimum of 665 sq. ft of heated and cooled living area Eighty-nine (89) two bedroom/two bath units containing a minimum of 860 sq. ft of heated and cooled living area Nineteen (19) three bedroom/two bath units containing a minimum of 1,045 sq. ft of heated and cooled living area 132 Total Units The Development is to be constructed in accordance with the final plans and specifications approved by the appropriate city or county building or planning department or equivalent agency, and approved as reflected in the Pre - Construction Analysis prepared for Florida Housing or its Servicer, unless a change has been approved in writing by Florida Housing or its Servicer. The Development will conform to requirements of local, state & federal laws, rules, regulations, ordinances, orders and codes, Federal Fair Housing Act and Americans with Disabilities Act ("ADA"), as applicable. B. Each unit will be fully equipped with the following: 1. Air conditioning in all units (window units are not allowed; however, through - wall units are permissible for rehabilitation). 2. Window treatments for each window inside each unit. 3. Termite prevention and pest control throughout the entire affordability period. 4. Peephole on all exterior doors. 5. Exterior lighting in open and common areas. 6. Cable or satellite TV hook-up in all units. 7. Range, oven and refrigerator in all units. 8. At least two full bathrooms in all 3 bedroom or larger new construction units. Page 1 of 4 EXHIBIT "B" (PINNACLE PLALA/2006-047C/2007-002C) DESCRIPTION OF FEATURES AND AMENITIES snto the 'ecor in connection item rZ 1 on Priscilla A. A. Thompsck �iChatk 9, Bathtub with shower in at least one bathroom in at least 90% of the new construction non -Elderly units. C. The Applicant has committed to provide the following features in each new construction unit: 1. Marble window sills in all units 2. Steel exterior entry door frames for all units 3, At least 1.5 bathrooms (one full bath and one with at least a toilet and sink) in all 2 bedroom new construction units 4. Pantry in kitchen area in all units — must be no less than 20 cubic feet of storage space. Pantry cannot be just an under- or over-the-counter cabinet 5. Dishwasher in all new construction units D. The Applicant has committed to the following amenities in the Development: 1. Gated community with "carded" entry or security guard, or if 2 or more stories, "carded" secure entry to building 2. Exercise room with appropriate equipment 3. Community center or clubhouse 4. Playground/tot lot, accessible to children with disabilities (must be sized in proportion to Development's size and expected resident population with age - appropriate equipment) 5. Library consisting of a minimum of 100 books and 5 current magazine subscriptions 6. Computer lab on -site with minimum one computer per 50 units, with basic word processing, spreadsheets and assorted educational and entertainment software programs and at least one printer 7. Laundry hook-ups and space for full-size washer and dryer inside each unit 8. Laundry facilities with full-size washcrs and dryers available in at least one common area on site Page 2 of 4 Submitted Into the public record in connection with item ! Z 1 on % 27- 07 Priscilla A. Thompson EXHIBIT "B" City Clerk (PINNACLE PLAZA/2006-047C/2007-002C) DESCRIPTION OF FEATURES AND AMENITIES E. The Applicant has committed to provide the following energy conservation features for all buildings in the Development: 1. Air conditioning with SEER rating of 13 or better 2. Electric water heater with energy factor of .91 or better 3. Wall insulation of R-7 or better for masonry/concrete block construction 4. All windows single -pane with shading coefficient of .67 or better 5. Ceiling fans in all bedrooms and living area in each unit F. The Applicant has committed to provide the following Resident Programs; 1. Welfare to Work or Self -Sufficiency Type Programs - The Applicant commits to actively seek residents who are participating in or who have successfully completed the training provided by these types of programs. 2. Homeownership Opportunity Program - Financial Assistance with Purchase of a Home: Applicant commits to provide a financial incentive for the purchase of a home which includes the following provisions: • the incentive must be applicable to the home selected by the resident and may not be restricted to or enhanced by the purchase of homes in which the Applicant, Developer, or other related party has an interest; • the incentive must not be less than five percent (5%) of the rent for the resident's unit during the resident's entire occupancy (Note: Resident will receive the incentive for all months for which the resident is in compliance with the terms and conditions of the lease. Damages to the unit in excess of the security deposit will be deducted from the incentive.); • the benefit must be in the form of a gift or grant and may not be a loan of any nature; • the benefits of the incentive must accrue from the beginning of occupancy; • the vesting period can be no longer than 2 years of continuous residency; and • no fee, deposit or any other such charge can be levied against the resident as a condition of participation in this program. 3. First Time Homebuyer Seminars — Applicant or its Management Agent must arrange for and provide, at no cost to the resident, in conjunction with local realtors or lending institutions, semiannual on -site seminars for residents interested in becoming homeowners. 4. Job Training — Applicant or its Management Agent must provide, at no cost to the resident, regularly scheduled classes in keyboarding, computer literacy, secretarial Page 3 of 4 EXHIBIT (PINNACLE PLAZA/2006-047C/2007-002C) DESCRIPTION OF FEATURES AND AMENITIES skills or other useful job skills, which will be provided at least once each quarter. If the training is not provided on -site, transportation at no cost to the resident must be provided. 5. Resident Activities — These specified activities are planned, arranged, provided and paid for by the Applicant or its Management Agent. These activities must be an integral part of the management plan. The Applicant must develop and execute a comprehensive plan of varied activities that brings the residents together and encourages community pride. The goal here is to foster a sense of community by bringing residents together on a regularly scheduled basis by providing activities such as holiday and special occasion parties, community picnics, newsletters, children's special functions, etc. 6. Financial Counseling — This service must be provided by the Applicant or its Management Agent, at no cost to the resident, and must include the following components: must be regularly scheduled at least once each quarter; must include tax preparation assistance by qualified professionals; must include educational workshops on such topics as "Learning to Budget," "Handling Personal Finances," "Predatory Lending," or "Comparison Shopping for the Consumer." 7. Resident Assistance Referral Program - The Applicant or its Management Agent will make available to residents information about services such as crisis intervention, individual and family needs assessment, problem solving and planning, appropriate information and referral to community resources and services based on need, monitoring of ongoing ability to retain self sufficiency, and advocacy to assist clients in securing needed resources_ This service must be provided at no cost to the resident. 8. Life Safety Training - The Applicant or its Management Agent must provide courses such as fire safety, first aid (including CPR), etc., on -site, at least twice each year, at no cost to the resident. SUBMITTED INTO THE PUBLIC RECORD FOR ITEMz, ONyz�-o�. Page 4 of 4 EXHIBIT C LEGAL DESCRIPTION (Please attach a legal description of the property) Development Name: Pinnacle Plaza Development Number: 2006-047C/2007-002C Lots 11 through 23, Block 71, of Melrose Heights 5th Section, according to the Plat thereof, as recorded in Plat Book 17, Page 22, of the Public Records of Miami -Dade County, Florida. SUBMIflT,;:713 THE F'UR_���aFiaCORDFOR } ITEMpz1 ON 9 27 0; EXHIBIT D, Page 1 Submitted Into the publitr recur in connection with, item PZ i on 9- Z7-a7, Priscilla A. Thompson City Clerk COST BASIS DOCUMENT DEVELOPMENT NAME: FILE NUMBER: Pinnacle Plaza 20136-047C DD r) 6 ii0e- c041P1.4M-15 fitiN? i*;01.0.6 91$4'Ofr.1777,FFf!!s151 -!: - iii!ii7q1:. . _JKATtti]iK . :si5EViLippmeNr COST - I EXPECTED iEtA$IS!..,:„ ::! CURRENT BASIS SOURCES 23,617,138.00 Investor's Capital Contribution (Syndication Proceeds) First Mortgage 2,800,000.00 Second Mortgage Grants Owner's Contribution Other Deferred Developer Fee 3,737,315.00 Total Sources: 30,154,453.00 USES Building or Land Acquisition Land 2,560,000.00 2,560,000.00 2,560,000.00 Building I Legal - Acquisition Building Rehab. or New Constr. Hard Costs 19,311,845.00 17,912,345.00 Construction Period Interest 1,256,800.00 315,900.00 Demolition Site Work Legal 250,000.00 125,000.00 Accounting 82,000.00 82,000.00 5,500.00 Architectural & Engineering 500,000.00 500,000.00 43,500.00 Surveying 50,000.00 25,000.00 22,297.00 Environmental 50,000.00 25,000.00 10,825.00 Appraisal 12,500.00 12,500.00 Tax Credit Fees 285,544.00 Development Fee 3,812,352.00 3,812,352.00 762,470.00 Syndication Expenses Construction Loan Fees 186,500.00 58,500.00 Other 1,358,512.00 1,129,312.00 TAXES & INSURANCE 438,400.00 359,200.00 77,090,00 Total Uses: 30,154,453.00 26,917,109.00 3,481,682.00 Current Basis: Reasonably Expected Basis: Percentage Complete: Date: 3,481,682.00 26,917,109.00 1 2.93% CPA/ATTC RNEY SIGNATURE DATE TELEPHONE TELEPHONE This form may be signed by the Applicant or designee if submitting as evidence of NOT meeting the 10% test. • These figures ere estimates for computation purposes only For purposes of the Carryover Allocation Agreement, "reasonably expected basis" pursuant to Section 42(h),(1)(E)(ii) need not be the same as eligible basis and ts computed for an entire project. rather man building -by -building EXHIBIT D, Page 2 COST BASIS CERTIFICATION 1 certify that I have examined all eligible costs incurred, as listed on the Cost Basis Document, with respect to Pinnacle Plaza. Based on this examination, it is my belief that Pinnacle Plaza, Ltd. has incurred more than 10 percent of its reasonably expected basis in Pinnacle Plaza pursuant to Section 42(h)(1)(E)(ii) of the Internal Revenue Code. Signature Christopher N. Thomas, CPA Print or Type Name of Certified Public Accountant or Attorney 2002 Summit Boulevard Suite 1000 Atlanta, GA 30319 Address 404-847-9447 Telephone Number SUrMTTED INTO THE PUBLIC RECORD FOR ITEMz1 ON ?-27-c27. EXHIBIT E CONDITIONS Development Name: Pinnacle Plaza Development Number: 2006-047C/2007-002C 1. Approval by Florida Housing of a positive credit underwriting recommendation that housing credits be allocated to this Development. 2. Verification from the Applicant and the Credit Underwriter that all contingency items as stated in the credit underwriting report have been met no later than nine (9) months from the date of execution of the Carryover Allocation Agreement. SUBMITTEa.j i PUBLIC; f `'l r-- i'l ,E ' '. ff , r'il FoR ITEMr2, L y il 9- 2 7" 0 7 . EXHIBIT F EXPLANATION OF CHANGES DEVELOPMENT NAME:Pinnacle Plaza FILE NUMBER: 2006-047C/2007-002C If there are any changes in the project information from that submitted with the application, provide a detailed explanation/justification for the changes. These changes MUST be reviewed and approved by Florida Housing prior to execution of this Agreement. Check those items that have changed and explain changes in the spaces provided below. Attach supporting documentation as needed. Taxpayer Federal Identification Number Project Address Number of Units Number of Buildings Set -Aside Elections Extended Use Period Project Amenities Tenant Programs Other: Explanation of Changes; SUBMITTED INTO THE PUBLIC RECORD FOR ITEM ON 9-27-0, -A01 t,t2�r Housw Honda ^,F moke housing offordoblc SUBMITTED INTO THE PUBLIC RECORD FOR 1TEMzi__ON ?-27c-7. TAXPAYER ELECTION OF APPLICABLE PERCENTAGE Pursuant to Section 42(h)(2)(A)(ii) of the Internal Revenue Code (the "Code"). Pinnacle Plaza, Ltd. (the '0wner") and the Florida 1 lousing Finanee Corporati on (`Florida Housing") hereby enter into an agreement as to the housing credit amount allocated to Pinnacle P1 aza (the ''Project-). This agreement represents an irrevocable election by the Owner to accept the credit rate chosen below and is dependent upon the issuance of a binding commitment for the allocation of housing credits from Florida Housing. The requirements of this action are set forth in Section 42(b)(A)(ii) of the Code and are not those of Florida Housing or the Stale of Florida. CHOOSE EITHER OF THE FOLLOWING: XX If this box is checked, the Owner hereby irrevocably elects; pursuant to Section 42(b)(2)(A)(ii) of the Code. to fix the applicable credit percentage(s) for each building in the development as the percentage(s) prescribed by the Secretary of the Treasury' for the month of December , 2006, which is the month of the Carryover Allocation Agreement. Florida Housing and the Owner ackno« ledge that this agreement constitutes an agreement binding upon Florida Housing, the Owner and all successors in interest to the Owner as owners of the Development as the allocation of 2006 Housing Credit authority to the building(s) in the Development, subject to compliance by the Owner with the requirements of Section 42 of the Code and the additional requirements. if any. of Florida l lousing. The undersigned hereby elects to accept the credit rate of 8.12 % (70% present value credit) or % (30% present value credit) applicable only to the below identified development and building(s), as set forth in the Carryover Allocation Agreement of December , 2006. -OR- . If this box is checked, the Owner makes no election pursuant to Section 421bti(2)(;1)(ii) of the Code. and accordingly. the applicable percentage for a building shall he that for the month in whigh the particular building is placed in service. -FAXPAYER ELECTION OF APPLICABLE PERCENTAGE Pagc2of2 BY: SUBMiTTED INTO THE PUBLIC RECORD FOR ITEMzi ON -27-7. Pinnacle Plaza, Ltd. By: PUG -Plaza, L,LC, it. General Partner e of 0 tier David 0. Deutch 1 JyF y Date I Name (Type or Print) Vice President Title Pinnacle Plaza / .2006-047C Development Name/Number New Construction Type of Building(s) (New Construction, Rehabilitation or Acquisition) STATE OF Florida COitNTY OF Miami -Dade �I. The foregoing instrument was acknowledgedday of before me this 'i-� . 2006 by David 0. Deutch who is personally known to me or who has produced as identification. Sign, .r- otNotary Public LISSETTE CAMILLO MY COMMISSION a 00 340988 EXPIRES September8, 2008 'I '�. &Jed Trim Notary Naha Untle:wmcen Printed or Stamped Name and Expiration Date Received and Accepted: l.� �)� !�('l,;�; v rvl Date: 14 w CrI1�C�r Deputy Development Officer Florida Housing Finance Corporation -b":>\\ Florida Housrig w• : rnnkc, housing alFordcaht: SUMI1TED INTO THE PUbUC RECORD FOR ITEM rz t -27- 07. GROSS RENT FLOOR ELECTION in accordance with Revenue Procedure 94-57. the Internal Revenue Service will treat the Gross Rent Floor in Section 42(g)(2)(A) as taking effect on the date the Corporation initially allocates* housing credits to the building. However, the IRS will treat the Gross Rent Floor as taking effect on the building's placed -in-service date IF the owner designates that date instead and so informs the Corporation prior to the placed -in-service date of the building. THIS IS A ONE-TIME ONLY, IRREVOCABLE ELECTION. The undersigned owner hereby makes the following election with respect to the Gross Rent Floor Effective Date for each building in the project designated below: On date of initial allocation (or determination) X I On placed -in-service date * If the proposed project is tax-exempt bond financed (as defined by the IRC). the IRS will treat the gross rent floor as taking effect on the date the Corporation initially issues a determination letter unless the owner designates that the placed -in-service date should be used. Pinnacle Plaza, Ltd). By: al1G laza, C, it G n rat Partner Q _._ f4 Et Pinnacle Plaza / #2006-047C Owne ig attire f D to Project Name David 0. Deutch Pinnacle Plaza / #2006-047C Owner Nrame (Print or Type) Project Namc THIS ELECTION MUST BE RI:C1'IVED BY THE CORPORATION PR} R TQ: THE PLACED -IN-SERVICE DATE, OF ANY BUILDING IN 1 HE PROJEC'.1'. r _1 C)- RECEIVED BY THE FLORIDAHOUSING FINANCE CORPORATION ` ,- (Date Stamp): This instrument prepared by: Vivian de las Cuevas -Diaz, Esq. Weiss Scrota Helf'man Pastoriza Cole & Boniskc, P.A. 2665 South Bayshorc Drive Suite 420 Miami, FL 33133 Record & Return to: Shutts & Bowen, LLP 1500 Miami Center 201 S. Biscayne Blvd. Miami, FL 33131 WARRANTY DEED 111111111111111111(11111111 M1 111I1I 11II (i 11( CFN 2+DO5RO554137 DR E.k 23430 Pss 1447 - 144E; (lass) RECORDED 06,01/2005 14:54:59 NEED DOC TAX 15,000.00 SURTAX 11,250.00 HARVEY RUVIN, CLERK. OF COURT rtIAMI—DARE COUNTY, FLDRIOA SUBMTTED INTO THE PUBLIC RECORD FOR ITEM Pz i ON 9 z7-o7. THIS WARRANTY DEED is made and executed this 31" day of May, 2005, by JAI - ALAI VILLAS, LLC, a Florida limited liability company (the "Grantor"), whose mailing address is 3031 NW 136 Street, Miami, Florida 33155 and PINNACLE PLAZA, LTD., a Florida limited partnership (the "Grantee"), whose mailing address is 9400 South Dadeland Boulevard, Suite 100, Miami, Florida 33156. WITNESSETH: That Grantor, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto Grantee the real property (the "Property") located in Miami -Dade County, Florida, and more particularly described as: Lots II through 23, Block 71, of Melrose Heights 59' Section, according to the Plat thereof, as recorded in Plat Book 17, Page 22, of the Public Records of Miami -Dade County, Florida (the "Property"). Folio Nos, 01-3128-014-1830; 01-3128-074-1840; 01-3128-014-1870; 01-3128-014-1880; 01-3128-014-1890; SUBJECT TO: 01 -31 28-014-1900 1. All easements, conditions, covenants, restrictions, reservations, limitations and agreements of record, provided that this instrument shall not reimpose same. 2. Real estate taxes for the year 2005 and all subsequent years, which are not yet due and payable. 3. Existing applicable governmental building and zoning ordinances and other governmental regulations. Book23430/Page1447 CFN#20050559137 Page 1 of 2 SUAITTED INTO THE PUBLIC RECORD FOR TEMf21 ONq-2o7. OR BY. 2343i1 LAST PAGE PG 1442 TOGETHER with all the tenements, hereditaments and appurtenances belonging or in any way appertaining to the Property. TO HAVE AND TO HOLD the same in fee simple forever, AND GRANTOR hereby covenants with Grantee that Grantor is lawfully seized of the Property in fee simple; that Grantor has good right and lawful authority to sell and convey the Property; and that Grantor does hereby fully warrant the title to the Property and will defend the same against the lawful claims of all persons whomsoever. IN WITNESS WHEREOF, Grantor has caused this Warranty Deed to be executed as of the day and year first written above. STATE OF FLORIDA SS: COUNTY OF MIAMI-DADE JAI -ALAI VILLAS, LLC, a Florida limi il'ability company MARIO DE LAS CUEV Managing Member The foregoing instrument was acknowledged before me this 31" day of May, 2005, by Mario de las Cuevas, Managing Member of JAI -ALAI VILLAS., LLC, a Florida limited liability company, on behalf of the Company, who (check one) }s personally known to me or I. ] has produced a Florida drivers license as identification. My Commission Expires: o.me 000wrxs bona iwm0 & senior 0.4 p agoa-as4 fwd. Newly AMA._ F 110001i070001\DocumemalWarranty Dccd doc Notary Public _ i Print Name: V d r ti S Las - Ch' 800k234301Page1448 CFN#20050559137 Page 2 of 2 . Buyer's and Seller's Combined Closing Statement SIILTTTS & BOWEN LLP • NOTE. Tots form is furnished to give you a statement of actual settlement costs. Amounts paid to and by the settlement agent are shown Items marked "(p.o.e.)" .ere paid outside the closing; they are shown here for informational purposes and are not included in the totals NAME OF BUYER; PINNACLE PLAZA, -LTD:; a,Florida iiinited partnership ADDRESS OF BUYER: 9400 S. Dadeland D1'vd:, Sui[e;10aN i,:,rrii, FL 33156 NAME OF SELLER: First American Exchange Company, LLC, as Qualified Intermediary for Jai Alai Villas, LLC, a Florida limited liability company ADDRESS OF SELLER: 3031 NW 13th Street, Miami, FL 33155 NAME OF LENDER: ALLIANT CREDIT FACILITY II, LLC, 2Florida limited liability company ADDRESS OF LENDER: PROPERTY 3650, 3660, 3670, 3674, 3680 & 3690 NW 36 Street LOCATION: MIAMI, FL SETTLEMENT AGENT: UTTS 4 B.QWEN.L;LP-=. ::.. •.;;,,r -, .;.. . 1500 M1AMI CENTERj201>SOIjTH:BtSCAYNE BOULEVARD; MiAMi, FI. 33131 PLACE OF SETTLEMENT: 1500MIr1MI CENTER,.20i SOUTH'BISCAYNE BOULEVARD', MJAMI, FL 33131 SETTLEMENT DATE: • S3-3 /"005 V SUMMARY OF BUYER'S TRANSACTION SUMMARY OF SELLER'S TRANSACTION 100 CR AMOUNT DUE PROM BUY ER 400 CROSS AMOUNT DUE TO SELLER i 101 Contract sale5ynce 2.500,OQ0.00 401 Contract sales epee 2.500.000 00_ 102 PerstmaLoroueliY 402.Personal property 103 Buyers Expenses from pe. 2, lint J400 27.766.00 403. 104.Rernaini0S.t2alance of Loan Proceeds 471514)1_404. 105-- 405- 2\diustments for items paid by seller in advance Adlgsntient£fol itet s Patti by seller rn advance 106Sity/town taxes to 406 CitY/town taxes. SD 107 Counts taxes to 407,Counix3axes to_ - 108 Assessments to 408.Assessmer __ to _ - 109 ._. to 409 tR 110 to 410. to 111 to - - _. 411 to iI2 to 412. to 120 GROSS AMOUNT DUE FROM BUYER 7 3,003,650.38 420 GROSS AMOUNT DUETO SELLER 1 2,500,900.30 200 AMOUNTS PAID BY OR IN BEHALF OF BUYER 500 REDUCTIONS IN AMOUNT DUE TO SELLER 201.Deposit or arrest money 100.000_Q0. 50I.Excess deposit flee 0l$_t[yctions) "s02.Pfincioal amount of tLeg,oan(;) 3.000.000 00 Settlement shames to sellerfline 14001 57 447 25 203.fxrsnng Ioanisl taken sublect to r502 593.Exrsting loanfs1 taken snblect to _04. 504.Payorf of first mortgage loan 04,872 17 Terra Bank Lgood lhru 051/05) 2Q5 Pay4ff of st.LQnd mor1RaRe loan .Q5 206.Pnnupal amount o f seller financing 506.Pnnemal amount of sestet financing . 507, ,20 20F.xt ncisur Ee. 50.000-00 S08.Extension Fee 50 000 00_ 209 509 Proceeds, irectl,Y to Jai Alai YAijaz T r C 349.030 20 209a 509a 209b 5Q9b Deposit Directly to Silks 100.000 00 Adjustments for items unpaid by seller Adjustments for items unpaid by seller 210.City/town taxes to 0 City/town taxes to 21 l County taxes 111/200510 4/14/2005 3.65Q,38 .5] Sl l County taxes 11j/2005 so 4/14/2005 3.650 31_ 212__Assessrrlen13 10 512.Assessment5 19 213. to '513 to 214. so 514. 10 215. to 515. 1Q 216. to 516. to 217. 517. to .,__ 218. to 513 to 219. to 519. to 220.TOTAL AMOUNTS PAID 8Y OR IN BEHALF OF BUYER 3,153,650.38 520.TOTAL REDUCTIONS IN AMOUNT DUE SELLER 1 1,365.000.00 300.CASH AT SETTLEMENT FROM/TO BUYER 600 CASH AT SETTLEMENT TO/FROM SELLER 301-Gross amount due from buyer (line 120) 3 003,650.38 601.Gross amount due to seller (line 420) 2.500.000 00 302 Less amounts paid by/fur buyer (line 220) 3,153,650 38 602-Less reducnons in amount due seller (line 520) 1.365 000 00 303,CASiI 0 From 1 J To BUYER 150,000.00 603.CASH ®To D From SELLER ). 1,135,000.00 PACE I 1500 MIAMI CENTER 201 SOUTH BISCAYNE BOULEVARD NIIAMI, FL 33131 CO CO M CD co 0 Buye an ' �elier's Combined Closi atement PAGE 700 I'USAt SA £S/Lik,Q ER'S COM. based on Brice 2 500 000 00 ., 1 00 % = 25 BUYER'S EXPENSES SELLER'S EXPENSES (lint 700)asfollows _. __ __Divisorso[commtsston "101. 25 000.00 to M 9IIB Realty Inc, 742. 793 CQmmiSitorinatd at S u gaunt 5,00040 r 704 to 800 Items Payable In Connection With Loan Loan Ott nan_on Fee % to _80! Loan Discount °(j, to 7892,_ 893 AmrraisatFew.. to 804 Credit porl_ to - 805 1 enders Inspection F_ea to Mortgage Insurance 9n9 nr Fee t• ..806. 807. 10 808 to g49 to 810 in 811. tr . _ _ & 12. 10 813 to 814 to 815 to 900 Items Required By Leader To Be Paid in Advance 90] lntefSSLfrQD1 5L31 /2005 to 6/1L2005 Ca? /dav 902 Morteaae Insurance PremiumSor months to 903 Hazard lnsurance premium for years to vears to _204, 905 years to 1000. Reserves Deposited With Lender ,.QQ.LHazard insurance months@ per month I002 Mongaac insurance month • II . r r 1003C-Zy_pr o ay tas xemo1T1]l1t per month 004. Count,/ oropem taxes montlis1 1 Der month J0 Anirual aise.sstnents,_. montlrsarl permrtonth . I006 months@ r . II • r 1001 months08 month _pgr 1008 months@ per month 1009 1100. Title Charges 1 i 01. Settlement or ctpsinz fee Io t L2._Abit?act or isle garc� to Fidelity National Title Insurance Comoan 300.00 11Q3 Titleexannnanon to 4 irk C I er 10 1.105 DocumcnLpreuaranor to i 1.0..N99.[Y feel to 1107, Attorney's fees to Weiss Selofa tt al_ 0 it 00 (inclQdct oboe tj_evi um er : "701 1:^' is i• t: '.r cry !, *I0)Vfo4 11Q Title msivaoce to Shutts & Boren LLP 10 100 {includes above Items n e.r : .. �i__ Pill'____ _ itiVi4At 1L09 Lender's cctveraee Risk Premium 1 175 00 INS AMT: 3,Q(19s0 t.. �i't'r.'*'�.• >"'. 1110. Oviner's coverage: Risk Premium L82_5 00 INS ANI 2 500 000.00 t?�;rt?+ "ter `I' :' Pn 1Ttg0' - "f• � - 1 1 10a Endorsemen t-J 01 Q 00' 1.010 00 1111, to 1112. to 1113. Muntslpal Lien Letters to A' I TI!k,S ippo1 Scryiyes. Inc, 900,00 1200. Government Recording and Transfer Charges 1, RcoxAnng Fees' Deed 118.50: L-Mongagc(s) 3137.50- 3-Mortgagees) : Releases S 18.50 L2.4...-_. 1.$_112_ .12.4 1202. Co/county tax/stamps: Deed 3I 1.25D 00. Llvlortgaee(s) 56 000 00 S-Moitvge(s) 6.000.00 . 11.250.00 j 203 State tax/stamps- Deedsl5 000 00 L•Mottza, 1 S10500.00:S-Monregefi) 10 500,00 15.000,00 1204. 1205 1300 Additional Settlement Charges 13.4L Survey to 1302 Pest Inapcction to 1303 Roof1nsoeLtion to 1304. Certificate of Good Slandmg to Express. Corporate Filing Sry 4 28 75 1305 Eachan ve Fgg to Fr LADIerican Exchange Company, LLB 2.250 00 1306, __IQ 1307, to 1308. to 1309. to 1400 Total Settlement Charges (enter on Buyer line 103. and on Seller line 502. Page 1) , 27,766.00 57,447.25 CERTIFTCA710N DATE 5/13/2005 1 have CAT chilly reviewed thts Settlement Statement and to the best of my knowledge and blute- disbursements at is a true and accurate statement of ati recnpis made on my account or by me in this transaction I Nobel certify that !have received a copy o(ihis Setttemcni Siareineni SIGNATURE ON FOLLOWING PAGE Buyer Setter SIGNATURE ON FOLLOWING PAGE Buyer Seller DATE. 5/31/2005 16195.1- BUYER: BUYER'S AND SELLER'S COMBINED CLOSING STATEMENT (SIGNATURE PAGE) SELLER: PINNACLE PLAZA, LTD., a Florida JAI ALAI 'VILLAS, LLC, a Florida limited partnership limited liability company By: PHG — Plaza, LLC, a Florida By: limited liability company, its Name General Partner Its: By: Q Name: David eutCh lts: Vice President MIADOCS 799323 I SUBMITTED 1NTO THE PUBLIC RECORD FOR -rrne.PzON -z1-o . BUYER'S AND SELLER'S CONffiINE0 CLOSING STATEMENT (SIGNATURE PAGE) BUYER: PINNACLE PLAZA, LTD., a Florida limited partnership By: PHG — Plaza, LLC, a Florida limited liability company, its General Partner By: Name: Its: M[ADOCS 790323 1 SELLER; JAI ALAI VILLAS, LLC, a Florida lunitcd Iia rompany lly: Name //es ✓aji.dy SUBMITTED INTO THE PUBLIC RECORD FOR ITEMz_ON v-n o7 .