Palms at West Bay - floridahousing.org€¦ · Palms at West Bay Copy 2014-127C . Attachment 1 ....
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Request for Applications 2013-002 Florida Housing Finance Corporation Palms at West Bay Copy 2014-127C
Transcript of Palms at West Bay - floridahousing.org€¦ · Palms at West Bay Copy 2014-127C . Attachment 1 ....
Request for Applications 2013-002 Florida Housing Finance Corporation
Palms at West Bay
Copy
2014-127C
Attachment 1
Certificate of Status
I certify from the records of this office that SP BD APARTMENTS LLC, is a limited liability company organized under the laws of the State of Florida, filed electronically on September 27, 2013.
The document number of this company is L13000137032.
I further certify that said company has paid all fees due this office through December 31, 2013, and its status is active.
I further certify that this is an electronically transmitted certificate authorized by section 15.16, Florida Statutes, and authenticated by the code noted below.
Authentication Code: 130930090811-200252163732#1
Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Thirtieth day of September, 2013
Attachment 2
Not Applicable
Attachment 3
Attachment 3
APPLICANT: SP BO Apartments LLC, A Florida Limited Liability Company
Member of SP BO Apartments LLC:
Manager of SP BO Apartments LLC:
J. David Page (99.99% Interest)
The sole member, the person or entity.
SP BD Manager LLC, A Florida Limited Liability Company (0.01 % Interest)
The persons and entity associated with this manager are listed below.
MANAGER OF APPLICANT: SP BO Manager LLC, A Florida Limited Liability Company
Officers, Directors, Managers, Members, Partners, and Shareholders of the Manager
Sole Member and Manager of SP BO Manager LLC: SP and MS LLC, A Florida Limited Liability Company
SOLE MEMBER AND MANAGER OF SP BO Manager LLC: SP and MS LLC, A Florida Limited Liability Company
Officers, Directors, Managers, Members, Partners, and Shareholders of the Sole Member and Manager of the Manager
Manager of SP and MS LLC:
Members of SP and MS LLC:
Officers of SP and MS LLC:
J. David Page
J. David Page
Scott Seckinger
Michael Molinari
Scott Seckinger Michael Molinari
80%
10%
10%
Vice President Vice President
There are no warrant holders, and/or option holders of the proposed Development. This represents every person and entity associated with this LLC. There are no other persons or entities associated with this LLC.
Attachment 3
DEVELOPER: Southport Development, Inc., a Washington Corporation, doing business in Florida as Southport Development Services, Inc.
Officers. Directors, Managers, Members, Partners (general and limited), and Shareholders of the Developer
Officers: J. David Page, President
Stephen W. Page, Vice President
Peter H. Leach, Vice President
Paul Fortino, Vice President
Scott Seckinger, Vice President
Michael Molinari, Vice President
Stephen W. Page, Secretary
Stephen W. Page, Treasurer
Directors: J. David Page
Stephen W. Page
Managers: NA
Members: NA
Partners: NA
Shareholde J. David Page
Stephen W. Page
There are no warrant holders, and/or option holders of the proposed Development.
Attachment 4
December 21, 2012
JAYNA PARADISE
FLORIDA DEPARTMENT OF STATE Division of Corporations
PEPPLE CANTU SCHMIDT PLLC 1501 WESTERN AVENUE, SUITE 600 SEATTLE, WA 98101
Qualification documents for SOUTHPORT DEVELOPMENT, INC. doing business in Florida as SOUTHPORT DEVELOPMENT SERVICES, INC. were filed on December 20, 2012 and assigned document number F12000005121. Please refer to this number whenever corresponding with this office.
Your corporation is now authorized to transact business in Florida.
To maintain "active" status with the Division of Corporations, an annual report must be filed yearly between January 1st and May 1st beginning in the year following the file date or effective date indicated above. If the annual report is not filed by May 1st, a $400 late fee will be added.
A Federal Employer Identification Number (FEl/EIN) will be required when this report is filed. Contact the IRS at 1-800-829-4933 for an SS-4 form or go to www.irs.gov. Please notify this office if the corporate address changes.
Should you have any questions regarding this matter, please contact this office at (850) 245-6052.
Ruby Dunlap Regul~tory Specialist II New Fi\ing Section Division of Corporations Letter Number: 512A00030192
www .sunbiz.org
Division of Corporations - P.O. BOX 6327 -Tallahassee, Florida 32314
State of Florida Department of State
I certify from the records of this office that SOUTHPORT DEVELOPMENT SERVICES, INC. is a Washington corporation authorized to transact business in the State of Florida, qualified on December 20, 2012.
The document number of this corporation is F 12000005121.
I further certify that said corporation has paid all fees due this office through December 31, 2013, that its most recent annual report/uniform business report was filed on March 29, 2013, and its status is active.
I further certify that said corporation has not filed a Certificate of Withdrawal.
Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Tenth day of October, 2013
Ile-..()~ Secretary of State
Authentication ID: CU7766918687
To authenticate this certiflcate,visit the following site,enter this ID, and then follow the instructions displayed.
https://efile.sunbiz.orglcertauthver.htm I
Southport Development, Inc., a Washington corporation, is doing business in Florida as Southport Development Services, Inc. per FS 607.1506(1 )(b ).
I, KIM WY.MAN, Secretary of State of the State of Washington and custodian of its seal,
hereby issue this
CERTIFICATE OF EXISTENCE/AUTHORIZATION
OF
SOUTHPORT DEVELOPMENT, INC.
1 FURTHER CERTIFY that the records on file in this office show that the above named Profit
Corporation was formed under the laws of the State of WA and was issued a Certificate Of
Incorporation in Washington on 12/4/2012.
I FURTHER CERTIFY that as of the date of this certificate, SOUTHf>ORT DEVELOPMENT,
INC. remains active and has complied with the filing requirements of this office.
Date: October 16, 2013
UBI: 603-257-377
Given under my hand and the Seal of the State of Washington at Olympia. the State Capital
jd:~ Kim Wyman, Secretary of State
Attachment 4
Prior General Development Experience Chart
Name of Principal with the Required Experience: J. David Page
Name of Developer Entity for which the above Party is a Principal: Southport Development, Inc., a Washington corporation, doing business in Florida as Southport Development Services, Inc.
Location City Affordable Housing Program that Total Number Year Name of Development and State Provided Financing of Units Completed
Highland Palms Avon Park, FL 9% FL Housing Tax Credits & SAIL 52 2010
Palm Gardens Lake Worth, FL 4% RRLP Money & Palm Beach Bonds 80 2008
Burlington Senior Residences dba City Place St. Petersburg, FL 9% FL Housing Credits 82 2010
Locust Manor Senior Residence Jamaica, NY 9% NY Housing Credits 60 2009
Attachment 5
Not Applicable
Attachment 6
Not Applicable
Attachment 7
2013 SURVEYOR CfilQ'IFICATION FO:RM
NameofDevdopmmt:_P_m_m_;_s_m~VV-'-'-'e~~~Bay=-:~-----------------------1260 West Bay Drive
DcvdopmcntLocation: =largo=..;;..,.._•~F=L~33=--77~0~---------------------~ (Aia nillillllal, provideibeaddress llU@er, llteetnamearid qiy,aruVorpmide1he stn;etmm:. clo1111stdesiptt:dlmerseclion aD1 alberlhe city(ifloca1"'1 witlin a city) or county(iflocated ift !he unincmpcmedarea oflhe COUid¥). lftheOewlopnmj consjstsnfScallo'ed Siles, 1lu: ~Location stated above tillSl
reflect the Scatkrcd Site' where !be DevelopmmtLocalionPoinlis locaUd.)
The lDldcrsigned F1orida lieemed surveyor eoofinns that the me~ med to determine the following llbtudc and longitude coordinates confounstoRulc SJ-17,F.AC., i0nnaly61017-6, F.A.C.:
"All ~$1uJU # IHurt4 M "WG8 U",,., # grli iflstmtNrs 11111 ~ ~mllll IHI e"'1ulie4m IW#!I -11-mBtertlCCllJ'llCy (no~~GPSMll:v.Ul#-4).
State. the. Dewlopmsit Location Point.2
N~ 55 01.3 Seconds w 82 48 04.2 Seconds Degtees Minutes {trwlcited.ner 1 Degrees Minutes (t:runcoted afier 1
decimal plai:e) decimal pl ace)
To be digiblc for proximity points1.Degrc.cs arid Mnutcs.must be stated as whole 11\Dllbcrs and Seconds must be truncated after 1 decimal place.
Truuit Service - State the latilnde and J,,,,o-itudc coomm.s for one (1) Thmsit Scrv.icc on the chan below. Latitude Lomcitade
Pllblie Bus Stop N 27 ~ 00.7 Seconds (l'nlllealed w B2 48 02.5 Se.cc>nds (truncated --- --- --Dcgn:es Miautes ~ 1 declm..al plaae) Degrlltf :Minutes &- 1 decimal place)
PnblirBus Transfer Stnp N --- --- Seeonds (tnll1c:aled w ___ --- Seconds (trunc~d
Degrees Minutes after 1 decimal place) Degrees :Minutes an..- t decimal place)
Pubic Bus RapidTranm N --- --- s~ (truncated w ___ --- Seconds (truncated Stop Deanes Minutes after 1 !leJ:;mal place) Degrees Mirmtes after 1 de~ place)
,sunRail Station, M!troBail N --- --- SecOllds .(tiuncated w --- --- Seconds· (truncated Station, or Degrees Minutes after l decimal place) Degees Minutes after 1 decimal place) TriR,ail Slalion
Ufuig,the method clescribed above*. !he distance (rowided up to then-est hundtedth c£ a.mile)'beRveen _Q_.JL..L Miles the cooranates of the DevelopmentLoutioo Poiiitand the coordirutes oflhe Transir Service ii:
Community Services • State the Name, Address 1111d latitude and longitude coordioatcs of the cioscst scrvicc(s) on the dmt below. 3
Grocay Store: Latitude Loneilude
Name - Publix SIJparmamt 52.4 Address - S5!West Bift Qrtve N 27 54 55.5 w~ 47 -- --- ---LargQ EL 33770 Degrees Minutes Sec<mds Degrees Minutes Scc<llds (!mncaled
(tnmcited after 1 afier !decimal
decimill place) place)
Using the method described ab.ove•, lhe distaticc.(mmded up to the narest hlnicrcdth cf :a mile) betWllel1 the _Q_.ii Miles c0ordi11ates of the Development Location P<>i:nt a:ndthe cootdinates c£ lhe Groc~ $l:f>te·is:
Initials ofSmvcyor ~ ,
Page 2 of3Pages 2013 SURVEYOR CERTIFICATION FORM
Public School: Latitude Lon&itude
Nam•-~n/a~~~~~~~~~~Address-~~~~~~~~~-- N __
Degrees Minutes Seconds
(truncated after 1 decimal place)
! w __ ---Degrees Minutes Seconds (truncated
after 1decimal
place)
Using the method described above*, the distance (roonded up to the nearest hundredth oc a mile) between the coordinates of the Deve!opmentLocaticnPci.nt and the coordinates of the Public School is:
______ Miles
Medical Facility: Latitude Longitude
Name - I aq:10 Medical Center Address -201 141h street SW Laci10 El 3-1770
N_JJ_ Degrees
__§!_ 52.1 Minutes Seconds
(truncated after 1 decimal place)
w _fil_ _4.8_ Degrees Minutes
12.0 Sec<>nds (truncated
after ldecimal place)
Using the method described above*, the distance (rounded up to the nearest hundredth of a mile) between the coordinates of the Development Location Point and the coordinates oc the Medical Facility is:
_o_.--1, __£Miles
Senior C eotfr: Latitude Longitude
Name - Largo Commun~ Center Address - 400 Alt Keene oad Largo, FL 33771
N _:n_ Degrees
55 Minutes
15.2 w ~ Seconds Degrees
(t:run cated aft er 1 decimal place)
Using the method de•r:ribed aboV»*, the distance (rounded up to the nearest hundredth of a mile) between the coordinates of the Development Location Pei nt and the coordinates oc the Senior Center is:
_
Page 3 of 3 Pages 2013 SURVEYOR CERIIFICATIONFORM
This certification consists of) pages. This certification may not be signed by the Applicant, by any rdatcd parties of the Applicant, or by any Principals or Financial Beneficiaries of the Applicant If the certification is inappropriately signed, the Application will not be eligible to receive proximity points. If this cc:rtifica1ion contains corrections or 'white-out', or ifit is altered or retyped, the form will not be considered. The certification may be photocopied. To be considered for scoring pwposes, at least pages 1 and 2 of this 3 page certification form must be provided by the Applicant
!..Scattered Sites," as applied to a single Development. means a Development site that, when taken as a wbole, is comprised of real property that is not contiguous (each such non-contiguous site within a Scattered Site Development, a "Sc:>'.tered Site"). For purposes cl' this definition "contiguous" means touching at a point or aloog a boundary. Real property is contiguous if the only intervening real property interest is an easement provided the easement is not a roadway er street. (See Rule 67-48.002, F.AC.).
'"DevelopmentLocation Point'' means a single point selected by the Applicant on the proposed Development site tha is located within 100 feet c:l a residential building existing or to be constructed as part of the proposed Development. For a Development which consists of Scattered Sites, this means a single point on the site with the most units that is located within 100 feet of a residential building existing or to be constructed as part of the proposed Development (See Rule 67-48 002, F.AC.).
3The latitude and longitude coordinates for all Proximity Services must refCesent a pant as outlined on the Coordinates Location Cliatt set out below. The coordinates for each service must be stated in degrees, minutes and seconds, with the degree; and minutes stated as whole numbers and the seconds 11uncated after one decimal place. lf the degrees and minutes are not stated as whole numbers and the seconds are not truncated after one decimal place, the Applicant will not be eligible for proximity pants for that seroi ce.
Coordinates Location Chart
Serrh:e Lm:atlonw lEre lati1ude and lo"'1tude coonllnales must be obtalml
Comrmnity Services Coordinates rrrustrqresent a poinl that is on the doorway threshold of an exterior entnmce that provides dil1!CI. pdllicaccess to the building where the savice is lnca!.ed.
Transit Sctvices ForPtblicllus Stop.Public Bus Rapid Transit Stop. Public Bus Transfer Stop, TriRail Rail S!a.tions and Me1roRail Rail S1alions. coordinates must rqiresm the location wrere passengers rray enfJark and disemt&tk the bus or train.
For SunRail Rail S\ations. coonlimtes rwst rqiresenl either the location w!Ere passetigers may embark and disembadr the !min or the coordimies listed below:
Station Name LalitudeA.orgilode Counlinaa Altamotte ~· Slation N 28 39 SO.I, W81 21 Zl.4 Chlrch Street Slalion N :l8 32 2Q.3. W812250.6 Dr.Bary Station N:l8 51203. W8119lU Florida Hospital Station N28 '.l4'.ll.8.W812217.4 Lake Mary Station N2H5 31.8, W 81 19 04.3 LYNX CenuaJ Slalion N :l8 32 52.2, W 81 22 51.D Longwood Station N 28 42 04.1, W812043.4 Mai!land Station N 28 38 03.7, W81 2144.7 Orlando AmraklORMC Sation N 28 31 39.5, W 81 22 55.0 Sand J..a1'2 Road Station N28 7:/ ll.3.W8122 LO Sanford/SR46 Station N 28 4849.8. W&I 17 56.9 Winter Parl<iPark Ave Station N283551.5.W8l 2160
If 1herc is no exterior public entrance to the Comm.mity Service, then a pWit should be used that is at the exterior entrance doorway threshold tlut is the closest walking distance to lhc doorway threshold of the interior public c:ntran11e to the service. For example, for a Pharmacy located within an enclosed shopping mall structure that docs not illlve a direct public exterior entrance, the latitude and longitude coccdinates at the doorway threshold of the exterior public mtrancc to the enclosed shopping mall that provide the shortest walking distance to ihe doorway threshold of the irtcrior entrance to the Phannacy would be used.
Applicants may use the same latitude and longitude coordinates for the Grocery Store, ~dical Facility and/or Pharmacy if the Grocery Store, Ml:dical Facility and/or Pharmacy is housed at the same location. However, there arc no other instances in v.bich an Applicant may use identical coordinates or the same location for any t1ther combination of Transit or Comm.mity Services.
Attachment 7 Addenda
The address listed on FHFC Senior Center List for Largo Community Center is no longer a valid address. The old center was demolished in 2011 and relocated to the new site reflected on the Surveyor Certification behind Attachment 7.
Largo Community Center will have open house on Sunday By Dominick Tao, Times Staff Writer
Tuesday, January 4, 2011 5:34pm
LARGO - The city's new, state-of-theart community center is scheduled to open to the public Sunday.
The opening would take place less than a year after construction began last Jan. 23.
One surprise about the building is its Leadership in Energy and Environmental Design Platinum certification, the U.S. Green Building Council's highest rating for energy efficiency. No other building in Pinellas County, and only four other business or institutional structures in the state carry such a high level of certification.
Henry Schubert, the city's assistant city manager, said the city was shooting for the platinum level, but wanted to keep the announcement under wraps until all was said and done.
The $10.5 million, 30,000-square-foot building at 400 Alternate Keene Road replaces the old 18,500-squarefoot community center at 65 Fourth St., which closed last month. The old building was rebuilt after a fire destroyed the previous structure in 1988.
What won't be a surprise for many is the new building's list of amenities, which will be on display throughout Sunday afternoon for the city's open house celebration via workshops and performances.
The events will take place at the center from noon to 5 p.m. Sunday, and will include free class demonstrations, ranging from yoga to pottery, as well as 36 entertainment acts - including a barbershop quartet and the Tutterow Dancers, the city-sponsored dance company.
The event is free, and chips and hot dogs will be served.
The dancers, for instance, will showcase the stage and hardwood floors in the center's main ballroom, which dwarfs the sometimes-cramped interior space of the old structure. They will perform at noon and throughout the day in the ballroom and studios.
Other ballroom events include a golf demonstration and the Four Tune Nuts barbershop quartet.
The center also has four studio spaces, including a black box theater, which can support smaller, more intimate performances. Each will host its own array of demonstrations throughout the day, including fitness, line dancing, self-defense, Pilates, tai chi, yoga and karaoke.
Pottery, a writers workshop, language lessons and computer lessons will also be showcased in the building's art, conference and card rooms.
FAST FACTS
New community center's open house schedule
Sunday
Ballroom
Noon, 2:05 p.m.: Tutterow Dancers
12:30, 1:45, 3:05 p.m.: Joe Quinzi (golf demo)
1, 2:45, 3:40 p.m.: Pizazz musical group
1:25, 2:25, 3:20, 4 p.m.: Four Tune Nuts (barbershop quartet)
Studio A
12:30, 1:30, 2:30, 3:30 p.m.: Tutterow Dancers
1, 3, 4 p.m.: Fitness demo (Kelly Spoto)
2 p.m.: Square dancing
StudioB
12:15, 2:15 p.m.: Line dance (Barbara Fletcher)
12:45, 1:45 p.m.: Ballroom dance (Carol Baker)
1:15, 2:15, 3:15 p.m.: Self-defense (Master Dutch Hinkle)
3:45 p.m.: Square dancing
Studio C
12:15, 2:15 p.m.: Tai chi (Bob Ailes)
12:45, 1:45, 2:45, 3:45 p.m.: Tutterow Dancers
1:15, 3:15 p.m.: Nia/Pilates (Terri Smith)
Studio D
12:30, 2, 3:30 p.m.: Hatha yoga (Jean Warf)
1, 2:30 p.m.: Greeting cards (Ann Shimp)
1:30, 3, 4 p.m.: Karaoke
Art room
12:30, 4 p.m.: Largo Art Association
1, 2:30 p.m.: Pottery (Kristine Van Ingen)
1:30, 3 p.m.: Be An Artist (MaryAnne Tucci)
2, 3:30 p.m.: Art (Catherine Bennett)
Conference room
12:15, 1:45, 3:15 p.m.: Aspiring Writer's Workshop (Angela Pisaturo)
12:45, 2:15, 3=45 p.m.: French/Italian (Lawrence Pergola)
1:15, 2:45 p.m.: Wire sculpting (Rachel Fearing-Stewart)
Card room
12:30, 1:30, 2:30 p.m.: Computers (Paulette Meeks)
Largo Community Center will have open house on Sunday 01/04/11
© 2013 Tampa Bay Times
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Education and Senior Services
Be Scam Smart - Operation S.A.F .E
The Department of Financial Services launched Operation S.A.F.E. (Stop Adult Financial Exploitation) as part of CFO Atwater's On Guard for Seniors initiative. Be Scam Smart workshops are open to seniors, their family and caregivers to help inform, empower, and protect Florida's seniors from financial scams and fraud.
Be Scam Smart by learning about: The Psychology of a Scam How to Spot Fraudulent Behavior Common Scams that Target Seniors How to Fight Identity Theft
Thursday, October 24, 2013
10am - 11 :30am
AARP Safe Driving
(Senior) Want to get a discount on your automobile insurance policy? Attend this six hour course given on the first Thursday and Friday of each month and receive a certificate you can present to your automobile insurance company. $12 AARP members/$14 nonmember. 344576-Kl Nov 7-8 Thu/Fri 9am-12pm 344576-Ll Dec 5-6 Thu/Fri 9am-12pm
Ask A Lawyer
(Adults) A question and answer program covering topics such as "Domestic Partnership, Taxes, Personal Injury, Insurance" and much more. Instructor: The King Law Firm, PA RESUMES IN JANUARY
Ask a Pharmacist
(Seniors) Do you have questions about your prescription drugs. Want to know about generic versions as well as name brand. Bring a lunch and ask all your questions to our local pharmacist, Rx Care Specialty Pharmacy.
344581-Kl Nov 20 Wed 12:30-1:30pm Free/$3 344581-Ll Dec 18 Wed 12:30-1:30pm Free/$3
Aspiring Writer's Workshop
(Youth to senior) Do you dream of writing the next great American novel? Class includes instruction to jump start your imagination. Instructor: Angela Pisaturo 344552-Jl Oct 3-31Thu10am-12pm $50/$62.50 344552-Kl Nov 7-21 Thu 10am-12pm $30/$37.50 344552-Ll Dec 5-26 Thu 10am-12pm $40/$50
Computer Classes
(Teens, adults) Learn the basics of essential computer skills. Each class is two hours in length. Must have your own computer. Instructor: Donna Jennings Computer Basics Internet 344559-JD Oct 24 Thu 10am-12pm $20/$25 Facebook I 344560-JD Oct 31Thu10am-12pm $20/$25 Skype 344561-KD Nov 14 Thu 10am-12pm $20/$25 IPADBasics 344563-KD Nov 21Thu10am-12pm $20/$25 Computer Basics 344553-KD Dec 12 Thu 10am-12pm $20/$25
Estate Planning (Questions & Answers)
(Adult) A primer on the basics of estate planning including; wills, probate, trusts, unintended beneficiaries, estate and inheritance tax, trustees, joint ownership. Learn what you need to know about planning your estate now and for when you are gone. Instructor: Gene A. Melamud, MBA CFP 344579-Jl Oct 23 Wed 6-8pm Free/$3
French for Adults
(Adult) Instructor: Lawrence Pergola Beginner-344575-K 1 10:30-11 :45am $40.50/$50.50 Intermediate-344575-K2 Thu l-2:15pm $40.50/$50.50
PLEASE CALL TO BE PLACED ON INTEREST LIST.
Smart Phone Introduction
(Youth to Senior) Want to get the most out your phone? Let our instructor guide you through all the ins and outs of your smart phone. Instructor: Travis Norton
344564-Kl Nov 14 Thu 6-8pm $20/$25 344564-Ll Dec 12 Thu 6-8pm $20/$25
Italian for Adults
(Adult) Going abroad? Learn conversational dialog twice a week for four weeks on relevant topics, such as transportation, hotels, restaurants, money, security, medical assistance, etc. Instructor: Lawrence Pergola Beginner 11:30am-l2:45pm $40.50/$50.50
Thu 11 :30am-12:45pm $40.50/$50.50 Intermediate 2:30-3:45pm $40.50/$50.50 2:30-3:45pm $40.50/$50.50
Spanish for Adults
(Adult) Learn the fundamentals, pronunciation, grammar, vocabulary, and conversation. Minimum of four students required. Instructor: Juana Arenas Beginner 344571-11 Sep 18-0ct 23 Wed 3-4pm $50/$62.50 344571-Jl Oct 30-Dec 4 Wed 3-4pm $50/$62.50 Intermediate 344571-12 Sep 18-0ct 23 Wed 2-3pm $50/$62.50 344571-12 Oct 30-Dec 4 Wed 2-3pm $50/$62.50
Spanish For Travel
(Adult) Learn the basics and enhance your travel by speaking the language. You will learn pronunciation, vocabulary and basic phrases. Minimum of four. Instructor: Juana Arenas 344572-11 Sep 12-0ct 17 Thu 6-7pm $50/$62.50 344572-JI Oct 24-Dec 5 Thu 6-7pm $50/$62.50
Trusts: Truths, Myths, Advantages & Disadvantages
(Adult) Understanding what a trust is, why people use them and the different types of trusts. Are you confused? Learn the facts about trusts so you can make the right decision regarding the use of a trust as part of your estate plan, or whether you even need or could benefit from a trust.
Instructor: Gene A. Melamud, MBA CFP
344578-Kl Nov 20 Wed 6-8pm Free/$3 344578-LI Dec 18 Wed 6-8pm Free/$3
News and Announcements
• _:_:-_0id_Jlrillil~Tb}S~~:.j].~--~j lf9.L.dafil~ ( a(~~\ct_Scan1s Expect scammers to be counting on consumers' lack of knowledge and confusion regarding the law in order to perpetrate their scams. Government officials will not call about health insuran ...
• ~-a rn )_;~.;__0_9Jf ::s -" L,;i1g;_.:i_G o I (£~lllI~.L-~~~' l Ll n.(_<C'_rf Largo Golf Course is seeking volunteers to help with course maintenance and day to day operations. Volunteer needs include Rangers, Cart Attendants and assistance with traps and greens ....
Contact Us
400 Alt Keene Rd Largo,
• Phone: (727) 518-3131 • Fax: (727) 518-3145 • Hours:8am-8pm Facility Hours: 8am-9pm
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Attachment 8
SITE CONTROL EXPLANATION
Southport Financial Services, Inc., {"Southport") has a contract {together with any exhibits,
modifications, and/or amendments thereto collectively herein referred to as the "Underlying Contract")
to purchase certain property (the "Master Parcel") from the owner thereof.
Southport has entered into a contract (the "Qualified Contract") to sell the Development Site, which is a
portion of the Master Parcel, to the SP BD Apartments LLC. The Master Parcel will be condominiumized
into two parcels: An affordable portion and a market rate portion. The Development Site will be a
separate condominium with 100% of the affordable units.
The Underlying Contract and the Qualified Contract are enclosed. The legal description of the
Development Site is attached to the Qualified Contract.
PURCHASE AND SALE AGREEMENT
2 This Purchase and Sale Agreement ("Agreement'1 is entered into by and between Southport Financial 3 Services, Inc., a Washington corporation ("Seller"), and SP BO Apartments LLC, a Florida fimited liabflity company 4 (·Buyer;.
5 1. Definitions. The following capitalized terms in this Agreement shall have the followlng definitions:
6 1.1. •Property" means that certain real property located at 1260 West Bay Drive, Largo, 7 Pinellas County, Florida, legally described on Exhibit A ("Property'1-
B 1.2. "Purchase Price" means US One Million Five Hundred Forty Thousand Dollars 9 {$1,540,000.00).
10
11 12
13 14
15 16
17
18 19
20 21
22 23 24 25 26 27
28 29 30 31 32 33 34
35
36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53
1.3.
1.4.
"Effective Date" means October 30, 2013.
"Escrow Agent" means Stewart Tiiie Guaranty Company, 3401 W. Cypress Street, Tampa, Florida 33607.
1.5. "Title Company" means Stewart Tiiie Guaranty Company through Its agent Pepple Cantu Schmidt PLLC, 2430 Estancia Boulevard, Suite 114, Cleaiwater, Florida 33761.
1.6. "Deposit" or "Deposits" means an initial amount of $2,500.00, plus any other amounts designated as a Deposit or Deposits in this Agreement.
1.7. "Closing Date" means May 31, 2014.
2. Purchase and Sale. Buyer hereby agrees to buy, and Seller hereby agrees to sell, the Property on the terms of this Agreement. and subject to the conditions in this Agreement.
3. Purchase Price. The Purchase Price shall be payable in full at Closing via wire transfer of collected federal funds.
4. Deposit. Buyer shall deposit with Escrow Agent the DeposiL The Deposits paid shall be held in an Interest-bearing account with the Escrow Agent, invested according to Escrow Agent's standard practice (commencing upon Buyer's. delivery to Escrow Agent of a W-9 and any other documents customarily and reasonably required by Escrow Agent's financial institution to open interest-bearing accounts), and disbursed in accordance with the terms, conditions and provisions of this Agreement. The Deposits paid shall be applied towards the Purchase Price at Closing. The Deposits shall include any interest earned thereon.
5. Property Documents. Commencing on the Effective Dale, Seller agrees to provide to Buyer copies of the printed and electronic documents and information ("Property Documents'j relating to the Property in the possession or control of the Seller, Including, but not limited to, those matters described on Exhibit B attached hereto (but only to the extent in Seller's possession or control}. (Notwithstanding the foregoing, In no event shall Seller be required to disclose to Buyer the following information: attorney-client prlvileged Information, financial and tax information other than that listed on Exhibit B, previous agreements related to the sale of the Property, or appraisals or other valuation information.)
6. Title Polley.
6.1. Within two (2) business days after the Effective Date, Buyer shall order from the Titre Company a commitment ('7/t/e Commltmentj for the issuance of an ALTA Owner's Tiiie Polley ("Title Po/lcy'1 at Closing to Buyer. The Tiiie Company shall be Instructed to deliver a copy of the Title Commitment and copies of exceptions to Buyer, Seller, and their counsel. Buyer shall give Seller written notice ("Buyer's Title Not/ce'j on or before the expiration of twenty (20) days after receipt of the Tille Commitment and exception documents as to whether the condltion of title as set forth in the Tiiie Commitment and/or any survey Is or is not satisfactory, in Buyer's sole discretion. Monetary liens shall be paid by Seller at Closing out of the sales proceeds. In the event that the condition of tiUe is not acceptable, Buyer shall specify and set forth each of such objections (•Objections; in the Buyer's Title Notice. Seller shall notify Buyer in writing ("Seller's Title Response'1 within ten (10) days of receipt of Buyer's Tltle Notice as to which Objections that Seller will not remove as of the Closing Date ("Remaining Objections;. If there are any Remaining Objections, Buyer may, at its option by written notice within five (5) days after Seller's Title Response, (i) accept title subject to the Remaining Objections, In which event the Remaining Objections shall be deemed to be waived for all purposes, or (ii) terminate this Agreement, in which event the Deposits paid shall be immediately returned to Buyer. Notwithstanding any of the provisions of this Section 6.1 to the contrary, if Buyer falls to notify Seller that the condition of title as set forth in the Title Commitment and/or any survey is or is not acceptable within the time set forth herein, the parties hereby agree that the condition of title shall be deemed unacceptable, and this Agreement shall terminate, in which event the Deposits paid shall be immediately returned to Buyer. Any exceptions permitted on the TlUe Policy pursuant to this Section 6.1 are referred to herein as
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54 "Permitted Exceptionsn. If the Title Company subsequently updates the TiUe Commitment with additional 55 exceptions to title, the provisions for Buye(s Title Notice and Seller's Title Response shall be reinstated, with the 56 Buye(s Tiiie Notice regarding the additional exception(s) being due five (5) business days after the date that Buyer 57 receives the updated exceptions.
58 6.2. In the event that the issuance of the Tille Policy requires a new or updated AL TA Survey 59 ("Survey") of the Property, Buyer shall obtain such Survey and provide H to the Tille Company at least ten (10) 60 business days prior lo the initial Closing Date.
61 6.3. Buyer's obligations hereunder are contingent upon the Title Company, al Closing, being 62 irrevocably and unconditionally committed to issue lo Buyer the Tille Polley in accordance with the title requirements 63 listed in this Section 6 {subject only to payment of the premiums for the Title Policy), unless this contingency is not 64 met due to Buyer's failure to obtain the Survey as required in Section 6.2 or otherwise meet the Title Company's 65 requirements for issuance of the TiUe Policy. If this contingency is not met on the Closing Date, this Agreement shall 66 automatically terminate, in which event the Deposits paid shall be immediately returned to Buyer.
67 7. Inspections. Buyer and its agents shall be entitled to inspect the Property and conduct tests on the 68 improvements and the Land at any time or times prior to the Closing, upon at least one (1) business day's notice lo 69 Seller, In order to conduct the evaluations described in this Agreement (Including without limitation, engineering 70 studies, environmental site assessments, risk assessments, evaluation of drainage and ftood plain, borings and soil 71 tests). Buyer and Buye(s agents hereby agree to have no contact with the existing tenants. Any invasive testing 72 shall be subject to Seller's prior written approval of a testing plan. No physical alteration of the Property is permitted, 73 but if any physical alteration occurs, any physical alteration of the Property in connection with Buyer's study shall be 74 restored by Buyer Immediately upon demand by Seller, at Buye(s sole expense. Buyer shall indemnify Seller against 75 any loss, damage or claim resulting from Buyer's inspections and tests. Buyer shall not allow any liens to be placed 76 against the Property arising out of such activities, and shall indemnify and hold Seller harmless from and against any 77 liens, costs, expenses (including attorney fees), claims, liabilllles, and obligatlons arising in any way out of such 78 actfviUes by Buyer, as well es Buyer's employees and agents. Notwithstanding anything to the contrary contained in 79 this Agreement or in any addenda, amendments or modifications to this Agreement, Purchaser's obligations under 80 this Section 7 shall survive the termination of this Agreement and/or Closing, and shall remain in full force and effect 81 without time limitation until all of such obligations have been fully performed by Purchaser, and all amounts to be paid 82 by Purchaser have been paid.
83 8. Contracts. Subsequent to delivery of Buyer's Approval Notice, Seiler shall, upon written request 84 from Buyer, give appropriate notices of termination of any service, supply, security, maintenance, employment or 85 other contracts or arrangements ("Contracts'') with respect to the Property (other than the Permitted Exceptions), 86 terminating such Contracts es of the Closing Date (or if a Contract cannot be terminated as of the Closing Dale, such 87 later date which is the earliest dale that such Contract can be terminated in accordance with its terms without a 88 termination fee or charge). In addition, effective as of the Closing Date, Seller shall terminate all property 89 management agreements, if any with respect to the Property.
90 9. The Closing and the Closing Date. The sale and purchase of the Property shall be 91 consummated at a Closing to be held on Closing Date al the offices of the Title Company. Buyer may select an 92 earlier Closing Date upon at least five (5) business days' written notice to Seller. Neither party need be physlcally 93 present at the Closing. As used In this Agreement, the term "Closing" shall mean the date all of the documents 94 necessary to transfer title to Buyer are sent for recording with the appropriate County Clerk and the sales proceeds 95 are available to Seller. Title to and possession of the Property shall transfer to Buyer at Closing.
96 10. Seller's Obligations at the Closing. At the Closing, Seller shall do the following:
97 10.1. Deliver to Buyer and the Title Company:
98 10.1.1. A special warranty deed (the "Deedj conveying to Buyer fee simple title to 99 the Property, subject only to the Permitted Exceptions (provided, however, that the standard exceptions on the Tille
100 Policy shall not be shown on the Deed). The Seller may provide the Deed directly from the current owner of the 101 Property.
102 10.1.2. A FIRPTA Affidavit
103 10.1.3. Alf other agreements to be executed by Seller as specified herein. To the 104 extent that the legal description of the Property as shown in the Survey shows a discrepancy with the legal 105 description attached hereto, the Seller shall also deliver a Quit Claim Deed conveying the Property to Buyer using the 106 legal description shown on the Survey.
107 10.2. Deliver to the Tille Company and Buyer: (1) such affidavits and other evidence as the TiUe 108 Company may require so as to enable the Title Company to issue the Title Policy in accordance with this Agreement: 109 and (ii) satisfactory evidence that an necessary corporate, partnership, or other action on the part of Seller has been
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110 taken with respect to the execution and delivery of this Agreement and the consummation of the transaction 111 contemplated hereby so that all or said documents are or will be validly executed and delivered and will be binding 112 upon the Seller.
113 10.3. Deliver to Buyer any state or local tax withholding forms so that Buyer has no liability for 114 Seller withholding or Seller taxes under state or local Jaw.
115 116
10.4. of this Agreement.
Deliver to Buyer such additional documents as are necessary to carry out the provisions
117
118
119 120
11. Buyer's Obligations at the Closing. At the Closing, Buyer shall do the following:
11.1. Deliver to Seller the Purchase Price.
11.2. Deliver to Seller such additional documents as are necessary to carry out the provisions of this Agreement.
121 122
12. following:
Representations and Warranties of Seller. Seller represents and warrants to Buyer the
123 12.1. Seller has the right to acquire the Property from the current owner of the Property.
124 12.2. This Agreement has been duly authorized by all necessary action on the part of Seller, 125 has been duly executed and delfvered by Seller, constitutes the valid and binding agreement of Seller and Is 126 enforceable In accordance with its terms. The person executing this Agreement on behalf of SeHer has the authority 127 to do so.
128 12.3. The execution and delivery of, and the performance by Seller of its obligations under this 129 Agreement wfll not contravene, or constitute a default under, any provision of (i) Seller's trust agreement, or 130 (ii) applicable law or regulation or any agreement, judgment, injunction, order, decree or other instrument binding 131 upon Seller or to which the Property is subject.
132 12.4. To Seller's knowledge, except as may be contained in the Property Documents, no 133 Hazardous Materials (as hereinafter defined) exist on or under the Property In violation of law. Hazardous Materials 134 means: (a) substances defined as "hazardous substances,• "hazardous materials." or "toxic substances" under 135 federal, state or local law; (b) asbestos and any form of urea formaldehyde foam Insulation, transformers or other 136 equipment which contain dielectric fluid or other Huids containing levels of polychlorinated biphenyls; (c) petroleum 137 and/or petroleum products or by-products; and (d) any other chemical, material or substance, exposure to which is 138 prohibited, limited or regulated by any governmental authority or may or could pose a hazard to the health and safety 139 of the occupants of the Property or the owners and/or occupants or the properties adjacent to the Property.
140 12.5. To SeDer's knowledge, except as may be contained In the Property Documents, there 141 currenUy are no underground storage tanks on the Property. Neither Seller nor anyone acting on its behalf has 142 placed an underground storage tank on the Property nor have any underground storage tanks been placed on the 143 Property during Seller's period of ownership.
144 12.6. Seiler has not received any written notice of any pending, or threatened, judicial, 145 municipal or administrative proceedings affecting the Property, including, without limitation, proceedings for or 146 involving collections, condemnation, eminent domain, alleged building code or environmental or zoning violations, or 147 personal Injuries or property damage alleged to have occurred on the Property or by reason of the condition, use of, 148 or operations on, the Property.
149 12.7. Any Contracts disclosed as part of the Property Documents, and/or shown as exceptions 150 on the Title Commitment, consutute all of the Contracts affecting the Property. Seiter has not received any written 151 notice of default and Seller has no knowledge of any existing defaults under the Contracts.
152 12.8. At ail times prior to closing contemplated by this Agreement, Seller and all of its 153 respective Affiliates: (i) shall not be a Prohibited Person; and (ii) shall be in full compliance with all applicable orders, 154 rules, regulations and recommendations promulgated under or in connection with United States Presidential 155 Executive Order 13224 ("Executive Order") and the Uniting and Strengthening America by Providing Appropriate 156 Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("Patriot Actj. The term "Prohibited Person" 157 shall mean any person or entity which meets any of the following criteria:
158 12.8.1. A person or entity listed in the Annex to, or otherwise subject to the 159 provisions of, the Executive Order.
160 12.8.2. A person or entity owned or controlled by, or acting for or on behalf of, any 161 person or entity that is listed to the Annex to, or is otherwise subject to the provisions of, the Executive Order.
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162 12.8.3. A person or entity with whom a party is prohibited from dealing or otherwise 163 engaging in any transaction by any terrorism or money laundering law, includlng the Executive Order.
164 12.8.4. A person or entity that commits, threatens or conspires to commit or 165 supports "terrorism" as defined in the Executive Order.
166 12.8.5. A person or entity that ls named as a "specially designated national and 167 blocked person" on the most current list ("List'1 published by the U.S. Department of the Treasury, Office of Foreign 168 Assets Control at its official website (www.ustreas.gov/ofac) or at any replacement website or other replacement 169 official publication of such list.
170 171
12.8.6. A person or entity who Is an Affiliate of a person or entity listed in this Section 12.8.
172 12.9. If, after the Effective Date, any event occurs or condition arises that renders any of the 173 Seller's representations and warranties in Section 12 untrue or misleading in any material respect, and Seller has 17 4 actual knowledge of the same, Seller shall promptly notify Buyer in writing of such event or condition.
175 13. Representations and Warranties of Buyer.
176 13.1. Buyer represents and warrants to Seller that Buyer has been duly organized under the 177 laws of the Jurisdiction in which ii was formed and is validly existing and in good standing under the laws of said 178 jurisdiction.
179 13.2. All documents will be validly executed and delivered and wlll be binding upon Buyer.
180 13.3. Buyer's performance of this transaction shall not conflict with or constitute a default under 181 the terms and conditions of the organizational documents pursuant to which the Buyer was organized, or any 182 agreement to which Buyer or any Affillate thereof Is a party or Is bound, or any order or regulation of any 183 governmental body having jurisdiction over the Buyer or any Affiliate thereof.
184 13.4. At all times prior to Closing contemplated by this Agreement, Buyer and all of Its 185 respective Affiliates: (I) shall not be a Prohibited Person; and (ii) shall be in full compliance with all applicable orders, 186 rules, regulations and recommendations promulgated under or in connection with the Executive Order and the Patriot 187 AcL
188 14. Seller Covenants. Seller hereby covenants as fallows:
189 14.1. As of the Closing Date, there will be no Contracts with respect lo the Property other than 190 the Permitted Exceptions.
191 14.2. Subsequent to the Effective Date, Seller shall not enter into any agreements (or extend 192 any current agreements) with respect to the Property that will extend beyond the Closing Date, without Buyer's prior 193 written approval, which may be withheld in Buyer's sole discretion.
194 15. Survival.
195 15.1. The representations and warranties set forth in this Agreement shall be correct on the 196 Closing Date and any claim for a breach of such representatlons and warranties shall survive for one year after the 197 Closlng Date. Any claim for a breach of representation or warranty shall be barred and shall lapse unless a clalm Is 198 made in writing, with a description of the claim made, on or before the first anniversary of the Closing Date.
199 15.2. All other provisions of this Agreement shall be deemed merged into or waived by the 200 Instruments of Closing, except for those provisions that specifically state that they survive Closing or termination 201 (each a "Surviving Provision'1· If a Surviving Provision states that it survives for a limited period of time, that 202 Surviving Provision shall survive only for the limited time specified. Any claim made In connection with a Surviving 203 Provision shall be barred and shall lapse unless a claim is made in writing, with a description of the claim made, on 204 or before the limited time specified In such Surviving Provision.
205 16. Buyer's Defaults; Seller's Remedies. In the event of a breach by Buyer of its pre-Closing or Closing 206 obligations under this Agreement, which breach is not cured within five (5) days after Buyer's receipt of written notice 207 of default from Seller specifying the breach (provided, however, that no such cure period shall apply for a breach of 208 the obligation to close by the Closing Date}, Seller's sole remedy shall be to terminate thi.s Agreement and retain all 209 Deposits paid, and any earnings thereon, as liquidated damages but not as a penalty. PURCHASER AND SELLER 210 AGREE THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO QUANTIFY THE ACTUAL 211 DAMAGES TO SELLER IN THE EVENT OF A BREACH BY PURCHASER, THAT THE AMOUNT OF ALL 212 DEPOSITS PAID IS A REASONABLE ESTIMATE OF SUCH ACTUAL DAMAGES, AND THAT SELLER'S REMEDY 213 IN THE EVENT OF A BREACH BY PURCHASER SHALL BE TO RETAIN ALL DEPOSITS PAID AND ANY 214 EARNINGS THEREON AS LIQUIDATED DAMAGES. Notwithstanding the foregoing, this liquidated damages
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215 provision does not limit Buyer's obligations under the Surviving Provisions. After Closing, In the event of a breach by 216 Buyer of its obligations under any Surviving Provisions, Seller may exercise any rights and remedies available at law 217 or in equity.
218 17. Seller's Defaults; Buyer's Remedies. in the event of a breach by Seller of its pre-Closing or Closing 219 obligations under this Agreement, which breach Is not cured within five (5) days after Seller's receipt of written notice 220 of default from Buyer specifying the breach (provided, however, that no such cure period shall apply for a breach of 221 the obligation to close by the Closing Date), Buyer may elect only one of the followlng two remedies: (a) terminate 222 this Agreement, in which event the Deposits paid shall be immediately returned to Buyer; or (b) enforce specific 223 performance of this Agreement against Saller, including the right to recover attorneys' fees. After Closing, in the 224 event of a breach by Seller of its obligations under any Surviving Provisions, Buyer may exercise any rights and 225 remedies available at law or In equity.
226 18. Closing Costs. Costs of closing the transaction contemplated hereby shall be allocated between Seller 227 and Buyer as follows:
228 16.1. Seller shall pay documentary stamps on the deed.
229 16.2. Buyer shall pay: (i) the premium for the Owner's Title Policy, and any endorsements: 230 (II) the cost of recording the Deed; (Ill) any escrow fees; (iv) the title premium for a lender's title policy; and (v) all 231 other costs and expenses allocated to Buyer pursuant to the terms of this Agreement.
232 19. Proration of Income and Expenses. At Closing, the following items shall be paid or adjusted or 233 prorated between Seller and Buyer as specified, as of the Closing Date:
234 19.1. Ad valorem and similar taxes, and assessments, for the then current tax year relating to 235 the Property shall be prorated as of the Closing Dale. Subsequent to the Closing, when the tax rate is fixed for the 236 year in which the Closing occurs, Seller and Buyer agree to adjust the proration of taxes and, if necessary, to refund 237 or pay, as the case may be, on or before January 1 of the year following the Closlng, an amount necessary to effect 238 such adjustments.
239 19.2. Water, sewer, fuel, electricity, gas and other utilities and services shall be paid by Seller 240 based upon current readings by the utilfties to be obtained by Seller contemporaneously with Closing. Seller shall 241 arrange for utility services to Seller to be cancelled, in which event, Buyer shall establish a new account with the 242 utility, and Seller shall be entitled to any deposits on account paid by Seller. If a utlflty will not cancel Seller's account 243 and replace it with a new Buyer account, Seller shall at Closing transfer the utility account to Buyer, in which event 244 {i) Buyer shall reimburse Seller at Closing for any utility deposit tranSferred to Buyer. and {ii) utility charges for such 245 account shall be prorated between Buyer and Seller as or the Closing Date.
246 20. Post-Closing Adlustments. Seller and Buyer agree that, to the extent Items are prorated or adjusted 247 at Closing on the basis of estimates, or are not prorated or adjusted at Closing pending actual receipt of funds or 248 compilation of information upon which such proraUons or adjustments ere to be based, each of them wlll pay to the 249 other such amounts as may be necessary such that Seller will receive the benefit of all Income received for the period 250 prior to the Closing Date and will pay all expenses of the Property attributable to the period prior to the Closing Date 251 and Buyer will receive all Income received for the period from and after the Closing Date and will pay all expenses of 252 the Property attributable to the period from and after the Closing Date. The provisions of this Section 20 shall survive 253 the Closing for ninety (90) days; any claim under this Section 20 shall be barred and shall lapse unless a claim is 254 made in writing, with a description of the claim made, on or before ninety (90) days after Closing.
255 21. As·ls Purchase. Buyer is an experienced commercial real estate owner and shall rely solely upon its 256 own evaluation and Investigation of the condition and all aspects of the Property. Buyer acknowledges that this 2fi7 Agreement grants to Buyer every opportunity which Buyer may need to fully evaluate the condlUon and all aspects of 258 the Property. Buyer has asked for, and has obtained in this Agreement, disclosure of information and documents 259 regarding the Property which are in Seller's possession or control. This does not reduce Buyer's duty to fully evaluate 260 the Property on its own. Accordingly, except to the extent of the Seller's representations and warrantles in this 261 Agreement, Buyer acknowledges that it is not relying upon any representations of SeHer as to the condition of the 262 Property or its suitability for Buyer's intended use. Al Closing, Buyer shall be deemed to accept the Property "as is" in 263 all respects.
264 22. Miscellaneous.
265 22.1. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto 266 and their respective heirs, legal representatives, successors and assigns. This Agreement embodies and constitutes 267 the entire understanding between the parties with respect to the transaction contemplated herein. No provision 268 hereof may be waived, modified, or amended except by an instrument In writing signed by Buyer and Seller. This 269 Agreement may be executed In several counterparts and all so executed shall constitute one Agreement, binding on 270 all the parties hereto even though all the parties are not signatories to the original or the same counterpart. Delivery
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271 by electronic transmission such as a facsimile, scanned, or other copy of a signed version of this Agreement has the 272 same effect as delivery of an original.
273 22.2. Any notice, request, demand, instruction or other document required or pennitted to be 274 given or served hereunder or under any document or instrument executed pursuant hereto shall be in writing and 275 shall be delivered personally, or by overnight express courier, or by email, or by facsimile transmission, and 276 addressed to the parties al their respective addresses set forth below, and the same shall be effective upon receipt if 277 delivered personally, or by email, or by confirmed facsimile, or via overnight express courier. (If a fax number listed 278 below is inaccurate or Is not working, then the date that a notice is required to be delivered shall be extended by one 279 day.) A party may change its address for receipt of notices by service of a notice of such change in accordance 280 herewith.
If lo Buyer:
If to Seller:
SP BO Apartments LLC 2430 Estancia Boulevard, Suite 101 Clearwater, Florida 33761 ATTN: Michael Molinari Email: [email protected] Office: 727-669-3660 Fax: 727-669-4233
Southport Financial Services, Inc. 2430 Estancia Boulevard, Suite 101 Clearwater, Florida 33761 ATTN: Scott Seckinger Email: [email protected] Office: 727-669-3660 Fax:727-669-4233
281 22.3. In any legal proceeding arising in connection with this Agreement (including without 282 limitation any arbitration and appellate proceedings as well as any bankruptcy, reorganization, liquidation, 283 receivership or similar proceeding) the substantially non-prevailing party agrees lo pay to the substantially prevailing 284 party all reasonable costs and expenses, including attorneys' fees and other legal costs, expended or incurred by the 285 substantially prevailing party in connection therewith (whether Incurred before, during, or subsequent to any such 286 action or proceeding).
287 22.4. If at any time prior to the Closing Date, there shall be a taking by eminent domain 288 proceedings or the commencement of any such proceedings, with respect lo the Property, Seller shall promptly give 289 written notice thereof lo Buyer. and, if such taking by eminent domain proceedings would result In a diminution in 290 value of the Property or a cost to restore the Property of more than One Hundred Fifty Thousand Dollars 291 ($150,000.00) as estimated by an independent consultant acceptable to Buyer and Seller, Buyer shall have the 292 right, at Buyer's sole option, to terminate this Agreement by giving written notice to Seller within thirty (30) days after 293 Buyer receives written notice of such proceedings, in which event the Deposits paid shall be immediately returned to 294 Buyer, and neither party hereto shall have any further duties, obligations or liabilities to the other, except as 295 specifically provided herein. If Buyer does not so terminate this Agreement, the Purchase Price for the Property 296 shall be reduced by the total of any awards or other proceeds received by Seller (directly or indirectly) with respect 297 to any such taking, and at the Closing Seller, shall assign to Buyer all rights of Seller in and to any awards or other 298 proceeds payable by reason of any taking. Seller shall not negotiate for or agree to an award or settlement without 299 the approval of Buyer. The Closing Date hereunder shall be postponed, as required, in order for the parties to obtain 300 an estimate of the diminution in value or cost to restore and for Buyer lo have the stipulated tlme to exercise its 301 option to terminate.
302 22.5. Seller and Buyer agree to execute and deliver any instrument, affidavit and statement, 303 and to perform any acts reasonably necessary to carry out the provisions of the Foreign Investment in Real Property 304 Tax Act (FIRPTA), !RC Section 1445 and regulations promulgated thereunder.
305 22.6. The parties acknowledge that time is of the essence for each lime and date specifically 306 set forth in this Agreement In computing any period of time pursuant to this Agreement, if the day of the act, event or 307 default from which the designated period of lime ends is a Saturday, Sunday or a legal holiday, the day of the act, 308 event or default shall be the next day which is not a Saturday, Sunday or a legal holiday.
309 22.7. This Agreement shall be governed by and construed in accordance with the laws of the 310 State of Florida, without regard to Its conflict or choice of laws rules.
311 22.8. As used in this Agreement, "Affiliate" means, as to any person or entity: (a) any other 312 person or entity that, dlrecUy or indirectly, is In control of, is controlled by or is under common control with such 313 person or entity; or (b) Is a director, officer, shareholder, partner, member or associate of such person or entity, or of
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314 an Affilfete of such person or entity. "Control" means the possession, directly or indirecUy, of the power to direct or 315 cause the dlreclion of management, policies or activities or a person or entity, whether through ownership of voting 316 securities, by contract or otherwise.
317 22.9. Neither this Agreement, nor any part thereof, nor any memorandum thereof may be 318 recorded. Recording of any such document by, or at the direction or Buyer, shall be a material default by Buyer 319 under this Agreemenl
PURCHASER:
SP BD Apartments LLC, a Florida limited liability company
By: SP BO Manager LLC, a Florida limited liability company, its Manager
By: SP and MS LLC, a Florida limited liability company, its Manager
By:;t~~-Michael Molinari, Vice President
Page7
SELLER:
PSA SP BO.doc
EXHIBIT A
Legal Description of Land
An undivided 70% interest In the following real property:
The West 1134.60 feet of the South 660 feet of the East 257 feet of the East one-half (1/2) of the Southeast onequarter (1/4) of the Southwest one-quarter (1/4) of the Northeast one-quarter (1/4) of SecUon 33, Township 29 South, Range 15 East, Less and except that portion conveyed to P!nellas County in Official Records Book 5747, page 894, Public Records of Pinellas County, Florida.
Such undivided 70% to include all rights to future condominium Unit 8 consisting of 70% of the total residential dwelllng units In the future condominium development on such real property.
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EXHIBIT B
Documents and lnfonnatlon to be Provided by Seller
1. Coples of any real estate or personal property ad va/orem tax statements for the past two full calendar years, and the current year, including any applicable information on exemptions, abatements, credits, and assessments.
2. All contracts and agreements affecting the Property which are currently in effect.
3. Any private or governmental acquisition andlor inspection report relating to the Property or any or the Improvements or fixtures and tangible personal property which has been dlsclosed to Seller. Any environmental reports and any correspondence from any party or governmental entity relating in any respect to lhe environmental condition of the Property.
4. All accounts payable, bills, and other obligations (other than financing documents) related to the Property.
5. A schedule or statement of any personal Injury, property damage or other claims (including casualty claims) or any kind known or anticipated by Seller involving the Property.
6. The results or reports of any fire inspection in the last two full calendar years and year to date.
7. Copies of any prior title policies or surveys issued with respect to the Property.
8. Any other document or record with respect to the operation of the Property which is in Seller's possession or control.
PSA SP BO.doc Pages
1 AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT
2 This Amended and Restated Purchase and Sale Agreement ("Agreement'1 ls entered Into by and between 3 Robert A lncerto, as Trustee of the Robert A. lncerto Revocable Trust Agreement dated March 18, 2002, with Iha 4 power and authority to either protect, conserve, and to sell, or to lease, or to encumber or otherwise menage and 5 dispose of all the real property described herein ("Se//er'1, and Southport Financial Services, Inc., a Washington 6 corporatlon ("Buyer'1. This Agreement amends and restates, and supercedes in Its entirety, that certain Purchase 7 and Safe Agreement between Buyer and Seller, with an affective date of October 21, 2012 (the uPrlor Agreement"), 8 with respect to the Property (as defined below), and the Prior Agreement is hereby determined by Seller and Buyer 9 to be null and void and of no force and e'ffect.
10 1. Definitions. The following capitalized terms In !his Agreement shall have the following deflnitlons:
11 1.1. "Property" means that certain real property located at 1260 West Bay Drive, Largo, 12 Pinellas County, Florida, legally described on Exhibit A ("Properly'1.
13 14
1.2. "Purchase Price" means US Two Million Two Hundred Thousand Dollars ($2,200,000.00).
15 1.3. "EffecUve Date" means lhe date that a copy of this Agreement. fully executed by Buyer 16 and Seller ls delivered to both Buyerand Seller.
17 1.4. "Escrow Agent" means Stewart TIUe Guaranty Company, 3401 W. Cypress Street, 18 Tampa, Florlda 33607.
19 1.5. "Title Campany" means Stewart Title Guaranty Company through Its agent Pepple 20 Cantu Schmidt PLLC, 2430 Estancia Boulevard, Suite 114, Clearwater, Florida 33761.
21 1.6. "FHFCnmeans Florida Housing Finance Corporation.
22 1.7. "Deposit" or "Deposits" means an Initial amount of $2,500.00, plus any other amounts 23 designated as a Deposit or Deposits In lhls Agreement.
24 1.8. Intentionally Deleted.
25 1.9. "A/location Contingency Period" means the period of Hme between the EffecUve Date 26 and ending on December 16, 2013.
27 1.10. "Closing Date" means January 30, 2014.
28 2. Purchase and Sale. Buyer hereby agrees to buy, and Seller hereby agrees to sell, Iha Property 29 on the terms of this Agreement, and subject to the condlllons In this Agreement.
30 3. Purchase Price. The Purchase Prfce shall be payable in full at Closing via wire transfer of 31 collected federal funds.
32 4. Deposit. Buyer has previously, pursuant to the Prior Agreement, deposited with Escrow Agent the 33 DeposlL Simultaneously with execution of this Agreement, the parties shall execute and dellver to Escrow Agent the 34 Escrow Agreement attached hereto as Exhibit B. The Deposits paid shall be held In an Interest-bearing account with 35 the Escrow Agent, invested according to Escrow Agent's standard practice (commencing upon Buyer's delivery to 36 Escrow Agent of a W-9 and any other documents customarily and reasonably required by Escrow Agent's financial 37 Institution to open Interest-bearing accounts), and disbursed in accordance with the terms, cond!Uons and provisions 38 of lhls Agreement. The Deposits paid shall be applied towards the Purchase Price at Closing. The Deposits shall 39 include any interest earned thereon.
40 5. Propertv Documents. Commencing on the Effective Data, Seller agrees to provide to Buyer 41 copies of the printed and electronic documents and fnFormatlon ("Properly Dacuments'1 relating to the Property In 42 the possession or control of the Seller, Including, but not llmltad to, those matters described on Exhibit C attached 43 hereto (but only to the extent In Seller's possession or control). Seller may provide the Property Documents by; 44 (a) delivery, (b) making available to Buyer at Seller's office at the address in Section 26.2, (c) making available at the 45 Broker's office, and/or (d) making available for download via the intemeL (Notwithstanding the foregoing, In no event 46 shall Seller be required to disclose to Buyer the following infonnallon: attomey.cDent privileged lnfonnaUon, financial 47 and tax Information other than that Osted on Exhibit C, previous agreements related to the sale of the Property, or 48 appraisals or other valuation informaUon.)
49 6. Title Pollcv.
50 6.1. Within two (2) business days after tha Effective Date, Buyer shall order from the Title 51 Company a commitment ("Tltle Commitment'1 for the Issuance of an AL TA Dwner's Title Policy ("Title Po/fcy'1 at
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2 Closing to Buyer. The Title Company shall be instructed to deliver a copy of the Title Commitment and copies of 53 exceptions to Buyer, Seller, and their counsel. Buyer shall give Seller written notice ("Buyer's Title Notice'j on or 54 before the expiration of twenty (20) days after receipt of the Title Commitment and exception documents as to 55 whether the condition of title as set forth in the Title Commitment and/or any survey is or is not satisfactory, in 56 Buyer's sole discretion. Monetary liens shall be paid by Seller at Closing out of the sales proceeds. In the event that 57 the condition of title is not acceptable, Buyer shall specify and set forth each of such objections ("Objections") in 58 the Buyer's Title Notice. Seller shall notify Buyer in writing ("Seller's Title Response'j within ten (1 O) days of 59 receipt of Buyer's Title Notice as to which Objections that Seller will not remove as of the Closing Date ("Remaining 60 Objections'j. If there are any Remaining Objections, Buyer may, at its option by written notice within five {5) days 61 after Seller's Title Response, (i) accept title subject to the Remaining Objections, in which event the Remaining 62 Objections shall be deemed to be waived for all purposes, or (ii) tenninate this Agreement, in which event the 63 Deposits paid shall be immediately returned to Buyer. Notwithstanding any of the provisions of this Section 6.1 to 64 the contrary, if Buyer fails to notify Seller that the condition of title as set forth in the Title Commitment and/or any 65 survey is or is not acceptable within the time set forth herein, the parties hereby agree that the condition of title shall 66 be deemed unacceptable, and this Agreement shall terminate, in which event the Deposits paid shall be immediately 67 returned to Buyer. Any exceptions penn!tted on the Title Policy pursuant to this Section 6.1 are referred to herein as 68 "Pennitted Exceptions". If the Title Company subsequently updates the Title Commitment with additional 69 exceptions lo title, the provisions for Buyer's Title Notice and Seller's Title Response shall be reinstated, with the 70 Buyer's ntle Notice regarding the additional exception(s) being due five (5) business days after the date that Buyer 71 receives the updated exceptions.
72 6.3. In the event that the issuance of the Title Policy requires a new or updated AL TA Survey 73 ("Survey") of the Property, Buyer shall obtain such Survey and provide it to the Title Company at least ten (10) 74 business days prior to the initial Closing Date.
75 6.4. Buyer's obligations hereunder are contingent upon the Title Company, at Closing, being 76 irrevocably and unconditionally committed to issue to Buyer the Title Policy in accordance with the title requirements 77 listed in this Section 5 (subject only to payment of the premiums for the Title Policy), unless this contingency is not 78 met due to Buyer's failure to obtain the Survey as required in Section 6.3 or otherwise meet the Title Company's 79 requirements for issuance of the Title Policy. If this contingency is not met on the Closing Date, this Agreement shall 80 automatically tenninate, in which event the Deposits paid shall be immediately returned to Buyer.
7. Intentionally Deleted.
82 8. Inspections. Buyer and its agents shall be entitled to inspect the Property and conduct tests on the 83 Improvements and the Land at any time or times prior to the Closing, upon at least one (1) business day's notice to 84 Seller, in order to conduct the evaluations described in this Agreement (including without limitation, engineering 85 studies, environmental site assessments, risk assessments, evaluation of drainage and flood plain, borings and soil 86 tests). Buyer and Buyer's agents hereby agree to have no contact with the existing tenants. Any invasive testing 87 shall be subject to Seller's prior written approval of a testing plan. No physical alteration of the Property is permitted, 88 but if any physical alteration occurs, any physical alteration of the Property in connection with Buyer's study shall be 89 restored by Buyer immediately upon demand by Seller, at Buyer's sole expense. Buyer shall indemnify Seller 90 against any loss, damage or claim resulting from Buyer's inspections and tests. Buyer shall not allow any liens to be 91 placed against the Property arising out of such activities, and shall indemnify and hold Seller harmless from and 92 against any liens, costs, expenses {including attorney fees), claims, liabilities, and obligations arising in any way out 93 of such activities by Buyer, as well as Buyer's employees and agents. Notwithstanding anything to the contrary 94 contained in this Agreement or in any addenda, amendments or modifications to this Agreement, Purchaser's 95 obligations under this Section 7 shall survive the tennination of this Agreement and/or Closing, and shall remain in 96 full force and effect without time limitation until all of such obligations have been fully performed by Purchaser, and 97 all amounts to be paid by Purchaser have been paid.
98 9. Allocation Contingency. Purchaser intends to apply to FHFC for a tax credit allocation 99 ("Allocation'j for financing the construction of the Property. Purchaser's obligations under this Agreement are
100 expressly contingent upon Purchaser's determining, in Purchaser's sole discretion, that Purchaser has obtained the 101 Allocation (the "Allocation Contingency'j. If Purchaser, in its sole discretion determines that it has obtained the 102 Allocation, then Purchaser shall notify Seller in writing on or before the expiration of the Allocation Contingency 103 Period, in which event the Deposit shall be increased by an additional $97,500.00 within five (5) business days 104 thereafter and all Deposits shall become non-refundable except as specifically provided in this Agreement. If 105 Purchaser in its sole discretion determines that it has not obtained the Allocation, then Purchaser shall have the right 106 to terminate this Agreement by delivering written notice of such termination to Seller prior to the expiration of the 107 Allocation Contingency Period. With such termination, all Deposits shall be immediately refunded to Purchaser. If 108 Purchaser fails to deliver written notice of such termination to Seller prior to the expiration of the Allocation 109 Contingency Period, then the Allocation Contingency shall be deemed satisfied.
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. ;
110 10. Contracts. Subsequent to delivery of Buyer's Approval Notice, Seller shall, upon written request 111 from Buyer, give appropriate notices of termination of any service, supply, security, maintenance, employment or 112 other contracts or arrangements ("Contracts") with respect lo the Property {other than Iha Permitted Exceptions), 113 terminating such Contracts as of the Closing Dale (or if a Contract cannot be terminated as of the Closing Date, 114 such later date which Is the earliest dale that such Contract can be terminated in accordance wllh lls terms without a 115 termination fee or charge). Jn addition, effective as of the Closing Date, Seller shall terminate all property 116 management agreements, If any with respect to the Property.
117 11_ The Closing and the Closing Date. The sale and purchase of the Property shall be 118 consummated at a Closing to be held on Closing Date at the offices of the Title Company. Buyer may select an 119 earlier Closing Date upon at least live (5) business days' written notice to Seller. Neither party need be physically 120 present at the Closing. The Closing Date may be extended by Buyer for up lo four {4} thirty (30) day periods (each 121 an "Extension Perlod'j by Buyer's payment of an addiUonal Deposit of $15,000.00 each, which shall be paid on or 122 before the then applicable Closing Date. As used in this Agreement, the term "Closing" shell mean the date all of 123 the documents necessary to transfer Hlle to Buyer are sent for recording with the appropriate County Clerk and the 124 sales proceeds are available to Seller. Tiiie to and possession of the Property shall transfer to Buyer at Closing.
125 12. Seller's Obllgatlons at the Closing. At the Closlng, Seifer shall do the following:
126 12.1. Deliver to Buyer and the TIUe Company:
127 12.1.1. A special warranty deed (the "Deed'i conveying to Buyer fee simple tltle to 128 the Property, subject only to the Permitted Exceptions (provided, however, that the standard exceptions on the Title 129 Policy shall not be shown on the Deed) on the form attached hereto as Exhibit D.
130 12.1.2. A FIRPTAAffidaviL
131 12.1.3. All other agreements to be executed by Seller as specified herein. To the 132 extent that the legal dascrlpUon of the Property as shown In the Survey shows a discrepancy with the legal 133 description attached hereto, the Seller shaU also deliver a curt Claim Deed conveying the Property to Buyer using 134 the legal description shown on the Survey.
135 12.2. Deliver to the Title Company and Buyer: (I) such affidavits and other evidence as the 136 TIUe Company may require so as lo enable the Tltle Company to Issue the Tltle Polley In accordance with this 137 Agreement; and (II) satisfactory evidence that all necessary coiporate, partnerahip, or other action on the part of 138 Seller has been taken with respect to the execution and delivery of this Agreement and the consummation of the 139 transaction contemplated hereby so that all of said documents are or wlll be valldly executed and delivered and will 140 be binding upon the Seller.
141 12.3. Dellver lo Buyer any stale or local tax withholding forms so that Buyer has no liability for 142 Seller withholding or Seller taxes under state or local law.
143 12.4. Denver to Buyer such addltlonal documents as are necessary to cany out the provisions 144 of this Agreement.
145 13. Buyer's Obligations at the Closing. At the Closing, Buyer shall do the following:
146 13.1. Defiverto Seller the Purchase Price.
147 148
13.2. of this Agreement
Deliver to Seller such additional documents as are necessary lo carry out the provisions
149 150
14. foll owing:
Representations and Warranties of Seller. Seller represents and warrants to Buyer the
151 14.1. Robert A. lncerto Is the current trustee of the Seller and has full powers under the trust 152 agreement to sell and convey and encumber the Property without obtaining consent of any other party.
153 14.2. This Agreement has been duly authorized by all necessary action on the part of Seller, 154 has been duly executed and delivered by Seller, constitutes the valid and binding agreement of Seller and Is 155 enforceable In accordance with Ifs tenns. The person executing this Agreement on behalf of Seller has the authority 156 to do so.
157 14.3. The executron and delivery of, and the performance by Seller of Its obllgatlons under this 158 Agreement wlll not contravene, or constitute a default under, any provision of (I) Seller's trust agreement, or 159 (II) appllcable law or regulation or any agreement, judgment, lnjunclion, order, decree or other lnsbtlment binding 160 upon Seller or to which the Property is subj eel
161 14.4. To Sellel's knowledge, except as may be contained In the Property Documents, no 162 Hazardous Malerlals (as hereinafter defined) exist on or under the Property In vlolallon of law. Hazardous Materials
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163 means: (a) substances defined as "hazardous substances," "hazardous materials,• or "toxic substances" under 164 federal, state or local law; (b) asbestos and any form of urea formaldehyde foam Insulation, transfo1T11ers or other 165 equipment which contain dielectric fluid or other fluids containing levels of polychlorinated blphenyls; (c) petroleum 166 and/or petroleum products or by-products; and (d) any other chemical, material or substance, exposure to which Is 167 prohibited, fimlted or regulated by any governmental authority or may or could pose a hazard lo lhe health and safety 168 of the occupants of the Property or the owners and/or occupants of the properties adjacent to the Property.
169 14.5. To Seller's knowledge, except as may be contained in the Property Documents, there 170 currently are no underground storage tanks on the Property. Neither Seller nor anyone acUng on Its behalf has 171 placed an underground storage tank on the Property nor have any underground storage tanks been placed on the 172 Property during Seller's period of ownership.
173 14.6. Seller has not received any written notice of any pendfng, or threatened, judicial, 174 municfpal or administrative proceedings affecting the Property, including, without limitation, proceedings for or 175 Involving colleclfons, condemnalfon, eminent domain, alleged building code or environmental or zoning violations, or 176 personal Injuries or property damage alleged to have occurred on the Property or by reason of the condition, use of, 1n or operations on, the Property.
178 14.7. Any Contracts disclosed as part of the Property Documents, and/or shown as exceptions 179 on the Title Commitment, consUlute all of the Contracts affecting the Property. Seller has not received any written 180 notice of default and Seller has no knowledge of any exlsllng defaults under the Contracts.
181 14.B. There are no outstanding agreements, opUons, rights of first refusal or other rights to 182 purchase the Property currenHy In effect.
183 14.9. At all times prior to closing contemplated by this Agreement, Seller and all of its 184 respective Affiliates: (I) shall not be a Prohibited Person; and (rt) shall be in run compliance with all applicable orders, 185 rules, regulations and recommendations promulgated under or In connection wi!h United States PrasldenUal 186 Executive Order 13224 ("Executive Drderj and the Uniting and Strengthening America by Providing Appropriate 187 Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("Patriot Act''). The temn "Prohibited Person" 188 shall mean any person or entity which meets any of the followlng criteria:
189 14.9.1. A person or entity !Isled In the Annex lo, or otherwise subject to the 190 provisions of, !he Executive Order.
191 14.9.2. A person or entity owned or controlled by, or actlng for or on behalf of, any 192 person or entity that is listed to the Annex to, or Is otherwise subject lo the provisions of, the Executive Order.
193 14.9.3. A person or entity with whom a party Is prohibited from dealing or otheJWfse 194 engaging in any transacl!on by any terrorism or money laundering law, Including the Executive Order.
195 14.9.4. A person or entity that commits, threatens or conspires to commit or 196 supports "terrorism• as defined In the Executive Order.
197 14.9.6. A person or entity that Is named as a "speclally designated national and 198 blocked person• on the most current fist ( "Llst'1 publlshed by the U.S. Department of the Treasury, Office of Foreign 199 Assets Control al its officlal webslte (www.ustreas.gov/ofac) or at any replacement website or other replacement 200 official publicallon of such llsL
201 14.9.6. A person or entity who Is an Affiliate of a person or entity listed In this 202 Section 14.9.
203 14.10. If, after the Effective Date, any event occurs or condition arises that renders any of the 204 Seller's representations and warranties In Section 14 untrue or misleading In any material respect, and Seller has 205 actual knowledge of the same, Seller shall promptly notify Buyer In wrttlng of such event or condition.
206 15. Representations and Warranties of Buyer.
207 15.1. Buyer represents and warrants to Seller that Buyer has been duly organized under the 208 Jaws of the jurisdiction In which It was formed and is valldly existing and In good standing under the laws of said 209 jurisdiction.
210 15.2. All documents wm be validly executed and delivered and wlll be binding upon Buyer.
211 15.3. Buyer's performance of this transaction shall not confilct with or conslltute a default 212 under the terms and conditions of the organizational documents pursuant to which the Buyer was organized, or any 213 agreement to which Buyer or any Affiliate thereof Is a party or Is bound, or any order or regulaUon of any 214 governmental body having jurisdiction over the Buyer or any Affiliate thereof.
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215 15.4. At all times prior to Closing contemplated by !his Agreement, Buyer and all of Its 216 respective Affiliates: (i) shall not be a Prohibited Person; and (ii) shall be In full compliance with ail applicable orders, 217 rules, regulations and recommendations promulgated under or In connection with the Executive Order and !he 21 a Patriot Act.
219 16. Seller Covenants. Seller hereby covenants as follows:
220 16.1. As of the Closlng Date, there will be no Contracts with respect to the Property other than 221 the Permitted Exceptions.
222 16.2. Subsequent to the Effective Date, Seller shell not enter Into any agreements (or extend 223 any current agreements) with respect to the Property that wm extend beyond the Closing Date, without Buyer's prior 224 wrillen approval, which may be wlthheld In Buyer's sole discretion.
225 17. Survival.
226 17.1. The representations and warranties sel forth in this Agreement shall be correct on the 227 Closing Date and any clalm for a breach of such representalions and warranties shall survive for one year after Iha 228 Closlng Date. Any claim for a breach of representation or warranty shall be barred and shall lapse unless a cl aim Is 229 made In writing, with a description of the claim mada, on or before the first anniversary of the Closlng Dale.
230 17.2. All other provisions of !his Agreement shall be deemed merged Into or waived by the 231 Instruments of Closing, except for those provisions that speclflcally state !hat they survive Closing or terminatlon 232 (each a "Surviving Provlslon'j. If a Surviving Provfslon states that it survives for a llmlted period of time, that 233 Surv!Vlng Provision shall survive only for the limited time specified. Any claim made In connection with a Surviving 234 Provision shall be barred and shall lapse unless a claim is made in writing, with a description of the claim made, on 235 or before the limited tlme specified In such Surviving Provision.
236 18. Buyer's Defaults; Seller's Remedies. In the event of a breach by Buyer of Its pre-Closing or Closing 237 obllgaHons under this Agreement. which breach ls not cured within five (5) days after Buyer's receipt of written notlce 238 of default from Seller specifying the breach {provided, however, that no such cure period shall apply for a breach of 239 the obllgatlon to close by the Closing Dale), Seller's sole remedy shall be to terminate this Agreement and retain all 240 Deposits paid, and any earnings thereon, as liquidated damages but not as a penalty. PURCHASER AND SELLER 241 AGREE THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICAL TO QUANTIFY THE ACTUAL 242 DAMAGES TO SELLER IN THE EVENT OF A BREACH BY PURCHASER, THAT THE AMOUNT OF ALL 243 DEPOSITS PAID IS A REASONABLE ESTIMATE OF SUCH ACTUAL DAMAGES, AND THAT SELLER'S REMEDY 244 IN THE EVENT OF A BREACH BY PURCHASER SHALL BE TO RETAIN ALL DEPOSITS PAID AND ANY 245 EARNINGS THEREON AS LIQUIDATED DAMAGES. Notwithstanding the foregoing, !his liquidated damages 246 provision does not llmlt Buyer's obligations under the Surviving Provisions. After Closing, In the event of a breach by 247 Buyer of Its obligations under any Surviving Provisions, Seller may exercise any rights and remedies avaOable at law 248 or In equity.
249 19. Seller's Defaults; Buver's Remedies. In the event of a breach by Seller of Us pre-Closing or Closing 250 obligations under this Agreement, which breach Is not cured within five (5) days after Seller's receipt of written nollce 251 of default from Buyer specifying lhe breach (provided, however, that no such cure period shall apply for a breach of 252 the obligation to close by the Closlng Dale), Buyer may elect only one of the following two remedies: (a) terminate 253 1his Agreement, In which event the Deposits paid shall be Immediately returned to Buyer. or (b) enforce specific 254 performance of this Agreement against Seller, Including the right to recover attorneys' fees. After Closing, In the 255 event of a breach by Seller of Its obligations under any SurvMng Provisions, Buyer may exercise any rights and 256 remedies available at law or In equity.
257 20. Closing Costs. Costs of closlng the transaction contemplated hereby shall be allocated between 258 Seller and Buyer as follows:
259 20.1. Seller shall pay documentary stamps on the deed.
260 20.2. Buyer shall pay: (I) the premium for the Owner's Title Polley, and any endorsements; 261 (II) the cost of recording the Deed; (Ill) any escrow fees; (iv) the tltle premium for a lender's HUe policy; and {v) all 262 other costs and expenses allocated to Buyer pursuant to lhe terms of this Agreement.
263 21. Proration of Income and Expenses. At Closlng, the following Items shall be paid or adjusted or 264 prorated between Seller and Buyer as speclfled, as of the Closing Dale:
265 21.1. Ad valorem and slmllar taxes, and assessments, for the then current lax year relating 266 to the Property shall be prorated as of the Closing Dale. Subsequent to the Closing, when the Lax rate Is fixed for 267 the year In which the Closing occurs, Seller and Buyer agree to adjust the proration of laxes and, If necessary, to 268 retund or pay, as the casa may be, on or before January 1 of the year following the Closing, an amount necessary to 269 effect such adjustments.
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270 21.2. Waler, sewer, fuel, electriclty, gas and other utilities and services shall be paid by Seller 271 based upon current readings by the utilltles to be obtained by Seller contemporaneously with Closlng. Seller shall 272 arrange for utility services to Seller to be cancelled, In which event, Buyer shall establish a new account with the 273 uHllty, and Seller shall be entitled lo any deposits on account paid by Sellar. If a utility wlll not cancel Seller's 274 account and replace It with a new Buyer account, Seller shall at Closing transfer the utntty account to Buyer, In which 275 event (I) Buyer shall reimburse Sefler at Closlng for any utility deposit transferred to Buyer; and (II) utility charges for 276 such account shall be prorated between Buyer and Seller as of lhe Closing Dale.
277 22. Post-Closing Adlustments. Seller and Buyer agree that, to the extent Items are prorated or adjusted 278 at Closing on the basis of estimates, or are not prorated or adjusted at Closing pending actual receipt of funds or 279 compilation of Information upon which such prorations or adjustments are to be based, each of them wm pay to the 280 other such amounts as may be necessary such that Seller will receive the benefit of all Income received for the 281 period prior to the Closing Date and wlll pay all expenses of the Property attributable to Iha period prior to the 282 Closing Date and Buyer will receive all Income received for the period rrom and after the Closing Date and wlll pay all 263 expenses of the Property attributable to the period from and after the Closing Date. The provisions of this Section 22 284 shall survive the Closing for ninety (90} days; any claim under this Section 22 shall be barred and shall !apse unless 285 a claim Is made in writing, with a description of the claim made, on or before ninety (90} days after Closing.
286 23. As-ls Purchase. Buyer Is an experienced commerclal real estate owner and shall rely solely upon Its 287 own evaluation and Investigation of the condlUon and all aspects of the Property. Buyer acknowledges that this 288 Agreement grants to Buyer every opportunity which Buyer may need to fUlly evaluate the condition and all aspects of 289 the Property. Buyer has asked for, and has obtained In this Agreement, disclosure of Information and documents 290 regarding the Property which are In Seller's possesslon or control. This does not reduce Buyer's duly to fully 291 evaluate the Property on Its own. Accordingly, except to the extent of the Seller's representations and warranties in 292 this Agreement, Buyer acknowledges that 1t Is not relying upon any representallons of Seller as to the condition of 293 the Property or Its sultablffty for Buyer's Intended use. At Closing, Buyer shall be deemed to accept the Property "as 294 isA in all respects.
295 24. Brokerage Commissions. At Closing, Purchaser shall pay a real estate brokerage commission lo 296 Equity Pro Realty ("Broker") pursuant to a separate written commlssron agreement. Saller sharr indemnify Buyer 297 against. and hold Buyer harmless from, any and all claims (and all expenses Incurred In defending any such claims 298 or In enforcing this Indemnity, lnclud!ng attorneys' fees and court costs) by any broker or finder for a real estate 299 commission or similar fee arising out of or In any way connected with any claimed relationship between such broker 300 or finder and Seller. Buyer shall indemnify Seller against, and hold Seller harmless from, any and all claims (and all 301 expenses incurred In defending any such claims or In enforcing this Indemnity, Including attorneys• fees and court 302 costs) by any broker or finder for a raal estate commission or similar fee arising out of or in any way connected with 303 any claimed relationship between such broker or finder and Buyer. The provisions of this Section 24 shall survive 304 the Closing or the termination of this Agreement without Ume iimllatlon.
305 25. Tax Deferred Exchange.
306 25.1. If Buyer wishes to structure this transaction as part of a 1031 tax deferred exchange, 307 Seifer agrees to cooperate In such efforts, and to srgn documents to accompHsh such purposes; provided, however, 308 that there shall be no material change In the transaction from what would result If there was no tax deferred 309 exchange, and provided that Seller incurs no additional cost, expense, obffgatlon or liablllly as a resurt of such tax 3i0 deferred exchange. Buyer acknowledges that Seller shall have no obllgatlon of any kind for the quaflffcelion or the 311 lransactlon for a 1031 lax deferred exchange.
312 25.2. If Seller wishes to structure this transaction as part of a 1031 tax deferred exchange, 313 Buyer agrees to cooperate In such efforts, and to sign documents to accomplfsh such purposes; provided, however, 314 that there shall be no material change In 'the transaction from what would result If there was no tax deferred 315 exchange, and provided that Buyer Incurs no additional cost, expense, obllgatlon or llablllty as a result of such tax 316 deferred exchange. Seller further acknowledges that Buyer shall have no obllgatron of any ldnd for the qualification 317 of the transaction for a 1031 tax deferred exchange.
318 26. Miscellaneous.
319 26.1. This Agreement shall be binding upon and shall Inure to the benefit of the parties hereto 320 and their respective heirs, legal representatives, successors end assigns. This Agreement embodies and 321 constitutes the entire understanding between the parlfes with respect to the transaction contemplated herein. No 322 provision hereof may be waived, modified, or amended except by en instrument In writing signed by Buyer and 323 Saller. This Agreement may be executed in several counterparts and all so executed shall constitute one 324 Agreement, binding on all the parties hereto even though all the parties are not signatories to the original or the 325 same counterpart. Delivery by electronic transmission such as a facsimile, scanned, or other copy of a signed 326 version of this Agreement has the same effect es delivery of an original.
Page6 Am Restated PSA lncerto 092513 (2)
327 26.2. Any nolfce, request, demand, Instruction or other document required or permitted to be 328 given or served hereunder or under any document or Instrument executed pursuant hereto shall be Jn writing and 329 shall be delivered personally, or by overnight express courier, or by email, or by facsimile transmission, and 330 addressed lo the parties at their respective addresses set forth below, and the same shall be affective upon receipt If 331 delivered personally, or by email, or by confirmed facsimile, or via overnight express courier. (If a fax number listed 332 below Is Inaccurate or Is not worldng, then the date that a notice Is required to be delivered shell be extended by one 333 day.) A party may change its address for receipt of notices by service of a notice of such change In accordance 334 herewith.
lfto Buyer:
With a copy to:
Jfto Seller:
Southport Financial Services, Inc. 2430 Estancia Boulevard, Suite 101 Clearwater, Florida 33761 ATIN: J. David Page Email: [email protected] Office: 727-669-3660 Fax: 727-669-4233
Pepple Cantu Schmidt PLLC 2430 Estancia Boulevard, Suite 114 Clearwater, Florida 33761 ATIN: David 0. Cantu Emafl: [email protected] Office: (727) 724-3222 Fax. No. (727) 726-9272
Robert A. lncerto Revocable Trust 137 Marina Dal Ray Court Clearwater, Florida 33767 ATIN: Robert A. lncerto, as Trustee Email: omce: _z;_;2_7_~ -,"""'y""'g,.........,c,=(7".L~o/.-----Fax: ~~~~~~~~~~~~~
335 26.3. In any legal proceeding arising In connecUon with this Agreement (lncfudfng wllhout 336 lfmltatlon any arbitration and appellate proceedings as well as any bankruptcy, reorganization, llquidatlon, 337 receivership or similar proceeding} the substanUally non-prevail[ng party agrees lo pay to the substantially prevailing 338 party all reasonable casts and expenses, incfudlng attorneys' fees and other legal costs, expended or incurred by !he 339 substanllally prevailing party In connection therewith (whether Incurred before, during, or subsequent to any such 340 action or proceeding).
341 26.4. If at any time prior to the Closing Date, there shall be a faking by eminent domain 342 proceedings or the commencement of any such proceedings, with respect to the Property, Seller shall promptly 343 give written notice thereof to Buyer, and, If such laking by eminent domain proceedings would result In a diminution 344 In value of the Property or a cost to restore the Property of more than One Hundred Fifty Thousand Dollars 345 ($150,000.00) as estimated by an Independent consultant acceptable to Buyer and Seller, Buyer shall have the 346 right, at Buyer's sole option, to terminate this Agreement by giving written nollca lo Seller within thirty (30) days 347 after Buyer receives written notice of such proceedings, In which event the Deposits paid shall be Immediately 348 returned to Buyer, and neither party hereto shall have any further duties, obligations or llabllltles to the other. except 349 as specifically provided herein. If Buyer does not so terminate this Agreement, the Purchase Price for the Property 350 shall be reduced by the total of any awards or other proceeds received by Seller (directly or lndfrectly) with respect 351 to any such taking, and at the Closing Seller, shall assign to Buyer all rights of Seller In and to any awards or other 352 proceeds payable by reason of any taking. Seller shall not negotiate for or agree to an award or settlement without 353 the approval of Buyer. The Closing Date hereunder shall be postponed, as required, In order for the parties to 354 obtain an estimate of the diminution In value or cost to restore and for Buyer to have the stipulated time to exercise 355 Its option to terminate.
356 26.5. Buyer shall have the right to assign this Agreement to an Aflillate of Buyer or the 357 principals of Buyer. upon written notice to Seller at least five (5) days prior to the Closing Date; provided, however, 358 that any such assignment shall not release the original Buyer from any obligation or llabfllty under this Agreement 359 arising before or after Closlng, Including without llmltatlon Surviving Provisions. No other assignment of this 360 Agreement by Buyer Is permitted.
Page 7 Am Restated PSA lncerto 092513 (2)
361 26.6. Seller and Buyer agree to execute and dellver any Instrument, affidavit and statement, 362 and to perform any acts reasonably necessary to carry out the provisions of the Foreign Investment In Real Property 363 Tax Act (FIRPTA), lRC SecUon 1445 and regulations promulgated thereunder.
364 26.7. This Agreement has been submitled to the scrutiny of all parUes hereto and their 365 counsel, If desired, and shall be given a fair and reasonable interpretation In accordance with the words hereof, 366 without consideration or weight being given to lls having been drafted by any party hereto or Its counsel.
367 26.B, The parties acknowledge that time Is of the essence for each time and date specifically 368 set forth In this Agreement. Jn computing any period of lime pursuant to this Agreement, if the day of the act, event 369 or default from which the designated period of time ends Is a Saturday, Sunday or a legal holiday, the day of the act, 370 event or default shall be the next day which Is not a Saturday, Sunday or a legal holiday.
371 26.9. This Agreement shall be governed by and construed in accordance with the laws of the 372 State of Florida, without regard to Its conflict or choice of laws rules.
373 26.10. As used in this Agreement, "Affiliate" means, as to any person or entity: (a) any other 374 person or entity that, directly or Indirectly, Is in control of, is controlled by or ls under common control wlth such 375 person or entity; or (b) Is a director, officer, shareholder, partner, member or associate of such person or entity, or of 376 an Affiliate of such person or entity. "Control" means the possession, directly or Indirectly, of the power to direct or 377 cause the direction of management, pollcles or acllvilles of a person or entity, whether through ownership of voting 378 securities, by contract or otherwise.
379 26. 11. Neither this Agreement, nor any part thereof, nor any memorandum thereof may be 380 recoroed. Recording of any such document by, or at the direction of Buyer, shall be a material default by Buyer 381 under this Agreement
382 27. Termination of Offer. Submission of this Agreement by one party to the other shall constitute an offer 383 to purchase or sell the Property on the terms and conditions set forth herein. This offer shall expire If the other party 384 has not returned two (2) fully executed copies hereof to the other party by 5:00 P.M. Eastern time on the second 385 business day _after receipt 386 387 [Signatures on following page]
PageB Am Restated PSA lncerto 092513 (2)
PURCHASER:
Southport Financial Services, Inc.
ecl<lnger, Vlce President
Date: '7 / 2.5//)
ESCROW AGENT:
Stewart TIUe Guaranty Company • { Dlgltally signed by Stephanie
)
Stewart ~~cn=Stephanle Stewart
By; , Date~ 2013.09.2515:59:55--04'00'
Name: ee anie . ewa Tllle: Director/I lodeONritiog Counsel
Page 9
SELLER:
PU--Robert A. lncerto, as Trustee of the Robert A. lncerto
Revocable Tru~ It Date: °! .Jl.. S I 3
I >
Am Restated PSA lncerto 092513 (2)
EXHIBIT A
Legal Description of Land
The West 1134.60 feet of the South 660 feet of the East 257 feet of the East one-half (1/2) of the Southeast onequarter (1/4} of the Southwest one-quarter (114) of the Northeast one-quarter (1/4) of Section 33, Township 29 South, Range 15 East, Less and except that portion conveyed lo Plnellas County In Official Records Book 5747, page 894, Public Records of Pinellas County, Florida.
Page 10 Am Restated PSA lncerto 092513 (2)
2 EXHIBITS
3 ESCROW AGREEMENT
4 This Escrow Agreement ls entered Into by and among Robert A lncerto, as Trustee of the Robert A. lncerto 5 Revocable Trust Agreement daled March 18, 2002, with the power and authority to either protect, conserve, and to 6 sell, or to lease, or to encumber or otherwise manage and dispose of all the real property described herein 7 ("Seller"), and Southport Financial Services, Inc., a Washington corporaUon ("Buyer'1, and Stewart Tltfe Guaranty 8 Company ("Escrow Agent'1:
9 1. Buyer and Seller have entered Into an Amended and Restated Purchase and Sale Agreement with an 10 EffecUve Date of September 25, 2013 (the "PSA'1 for the purchase and sale of certain real property legally 11 described therein ("Property'1. All terms not defined in this Escrow Agreement shall have lhe meaning set forth In 12 the PSA
13 2. Pursuant to the provisions of llie PSA, Seller and Buyer have requested that Escrow Agent act as 14 escrow agent under Iha PSA, and Buyer has tendered good funds lo Escrow Agent In the initial amount of 15 $2,500.00. All amounts designated as a Deposit or Deposits under lhe PSA shall collecUvely hereinafter be referred 16 to as the "Deposit".
17 3. All Deposits paid shall be held In an Interest-bearing account with the Escrow Agent, invested 18 according to Escrow Agent's standard practice (commencing upon Buyer's delivery to Escrow Agent of a W-9 and 1 g any other documents customartly and reasonably required by Escrow Agent's financlal Institution to open lnterest-20 bearing accounts}. The wire transfer instructions for Escrow Agent are set forth on Exhibit A attached hereto and 21 made a part hereof.
22 4. Intentionally Deleted.
23 5. If either party gives written nollce lo Escrow Agent demanding payment or the Deposit, Escrow Agent 24 shall give prompt written notice to the other party of such demand. If Escrow Agent does not receive written notice of 25 objection from such other party to the proposed payment within ten (10) days after the giving of such written notice, 26 Escrow Agent is hereby authorized and directed to make such payment. If Esciow Agent does receive written noUce 27 of objection Within such 10 day period or if for any other reason Escrow Agent In good faith shaR elect not to make 28 such payment, Escrow Agent shall continue to hold such amount unlfl otherwise directed by written notice from all 29 parUes to this contract or a final, nonappealable judgment, order or decree of a court
30 6. It is agreed that the duties of Escrow Agent are only such as are herein specifically provided, being 31 purely minlsterfal In nature, and that Escrow Agent shall Incur no llabHity whatever except for willful misconduct or 32 gross negligence, so long as Escrow Agent has acted in good fellli. Seller and Buyer release Escrow Agenl from 33 any act done or omitted to be done by Escrow Agent In good faith In the performance of Escrow Agent's duties 34 hereunder.
35 7. Escrow Agent shall be under no responslb!ilty with respect to any Deposit placed with it other than 36 faithfully to follow the instructions herein contained. Escrow Agent may consult with counsel and shall be fully 37 protected In any actions taken In good faith, In accordance with counsel's advice. Escrow Agent shafl not be 38 required to defend any legal proceedings which may be Instituted against Escrow Agent In respect to the subject 39 matter of these Instructions unless requested to do so by Seller and Buyer and Indemnified to the satisfaction of 40 Escrow Agent against the cost and expense of such defense. Escrow Agent shall not be required lo institute legal 41 proceedings of any kind. Escrow Agent shall have no responsibl!lly for the genuineness or valldlty of any document 42 or other Item deposited with Escrow Agent. and shall be fully protected In acting In accordance with any written 43 Instructions given to Escrow Agent hereunder and belfeved by Escrow Agent to have been signed by the proper 44 parties.
45 B. Escrow Agent assumes no liability hereunder except that of a stakeholder. If there ls any dispute as to 46 whether Escrow Agent Is obligated to deliver the Deposit, or as lo whom the Deposit is to be delivered, Escrow 47 Agent wlll not be obligated to mal<a any delivery of the Deposit, but In such event may hold the Deposit until receipt 48 by Escrow Agent of an authorization In writing signed by all of the persons having an Interest In such dispute, 49 directing the dlsposlHon of the sum, or Jn lha absence of such authorlzaUon, Escrow Agent may hold Iha Deposit 50 until the final dele1TT1lnatfon of Iha rights of the parties in an appropriate proceeding. However, Escrow Agent shall 51 have the right at any time, but Is not required, to bring an appropriate acUon or proceeding for leave to place the 52 Deposit with lha court, pending such determination. Once Escrow Agent has tendered Into the reglsby or custody of 53 any court of competent jurlsdlcUon all money and/or property In lls possession under this Escrow Agreement, or has 54 made delivery of the Deposit In any other manner provided for herein, Escrow Agent shall be discharged from all
Page 11 Am Restated PSA lncerto 092513 (2)
55 dulles and shall have no further llabillly hereunder as Escrow Agent. In the event Escrow Agent ID<erclses Its rights 56 under this paragraph, (I) all costs incurred by Escrow Agent (including but not limited to attorney's fees) shall be 57 borne equally by Seller and Buyer, and (ii) all obllgatlons of Escrow Agent under the PSA and/or this Escrow 58 Agreement shall terminate (except for llablllty of Escrow Agent for gross negligence and/or willful neglect as 59 aforesaid).
60 9. All costs Incurred by Escrow Agent as escrow agent under the PSA and/or this Escrow Agreement 6i (except costs or Jlabifltles arising from Escrow Agent's gross negligence and/or wDlful neglect) shall be borne by 62 Buyer, and Buyer and Seller agree to Indemnify and hold harmless Escrow Agent to the extent of such party's 63 respective liability for any loss, costs, claim against Escrow Agent as escrow agent under the PSA and/or this 64 Escrow Agreement (except for Escrow Agent's gross negligence and/or wlllful neglect).
65 10. This Escrow Agreement may be executed In counterparts. A facsimile or electronic copy of a signed 66 version of this Escrow Agreement shall have the same effect as an original signed copy.
67 11. This Escrow Agreement shall be governed by the Jaws of the state In which the Property Is located.
68 12.. Any notice, request, demand, Instruction or other document required or permitted to be given or served 69 hereunder or under any document or Instrument executed pursuant hereto shall be in writing and shall be del!vered 70 personally, or by ovemrght express courier, or by email, or by facsimile transmission, and addressed to the parties at 71 their respective addresses set forth In the PSA, and the same shall be effective upon receipt if delivered personally, 72 or by email, or by confirmed facsimile, or via overnight express courier. (If a fax number listed below rs Inaccurate or 73 Is not working, then the date that a notice ls required to be delivered shall be extended by one day.) A party may 7 4 change its address for receipt of nollces by service of a notrce of such change In accordance herewith.
[Signatures on followfng page]
Page 12 Am Restated PSA lncerto 092513 (2}
'i/-, s-Executed as of _ _,__v ____ , 2013. I
PURCHASER:
Southport Financial Services, Inc:.
•r. dei, ScOttSecklnger, V"'ifu! President
ESCROW AGENT:
Stewart TiUe Guaranty Company
Page 13
; Digitally signed by Stephanie :, Stewart
/ ,''oN; cn=Stephanie Stewart ;/ Date:2013.D92515:59:55-04'00'
SEWdl/ Robert A. lncerto, as Trustee of the Robert A. lncerto Revocable Trust
Am Restated PSA Jncerto 092513 (2)
EXHIBIT A
ESCROW AGENT'S WIRING INSTRUCTIONS
ASA#:
BANK:
ACCOUNT#:
ACCOUNT NAME:
ACCOUNT HOLDER ADDRESS:
ESCROW AGENT CONTACT: Name:'-------Tel #: _____ _
BANK CONTACT: Name:. _____ _ Tel#: _____ _
Page 14 Am Restated PSA lncerto 092513 (2)
EXHIBITC
Documents and Information to be Provided by Seller
1. Coples of any real estate or personal property ad valorem tax statements for the past two full calendar years, and the current year, including any applicable information on exemptions, abatements, credits, and assessments.
2. All contracts and agreements affecting the Property which are currently in effecl
3. Any private or governmental acqulslilon and/or inspection report relatfng to the Property or any of the Improvements or fixtures and tangible personal property which has been disclosed to Seller. Any environmental reports and any correspondence from any party or governmental entity relating in any respect to the environmental condition of the Property.
4. All accounts payable, bllls, and other oblfgatlons (other than financing documents) related to the Property.
5. A schedule or statement of any personal injury, property damage or other clalms (Including casualty claims) or any kind known or anticipated by Seller involving the Property.
6. The results or reports of any fire Inspection In the last two full calendar years and year to date.
7. Coples of any priortiUe policies or surveys Issued with respect to the Property.
8. Any other document or record with respect to the operation of the Property which is in Seller's possession or control.
Am Restated PSA lncerto 092513 (2) Page 15
Prepared by and return to:O Amber F. Willlams Pepple Cantu Schmidt PLLC 2430 Estancia Blvd., Suite 114 Clearwater, FL 33761
EXHIBITD
TRUSTEE'S DEED
THIS Trustee's Deed Is made effecUve on , 20_, between Robert A lncerto, as Trustee of the Robert A. lncerto Revocable Trust Agreement dated March 18, 2002, with the power and authority to either protect, conserve, and to sell, or to lease, or to encumber or otherwise manage and dispose of aU the real property described herein ("Grantor'1, whose malling address Is 137 Marina Del Ray Court, Clearwater, Florida 33767, and ----------------'a ("Grantee'1, whose malling address is 2430 Estancia Boulevard, Suite 101, Clearwater, Florida 33761.
WITNESS ETH:
Granter, for and In consideration of the sum of TEN AND N0/100 DOLLARS {$10.00) and other valuable considerations to said Granter In hand paid by said Grantee, the receipt whereof Is hereby acknowledged, has granted, bargained, sold to the said Grantee, and Grantees heirs and assigns forever, the followlng described land, situate, lying and being in Pinellas County, Florida, to-wlt:
See Exhibit A attached hereto and made a part hereof.
Tax Parcel ID No. 33/29/15/00000/130/2700.
The tax ldentlflcallon number for the Grantee Is ______ ,
This property Is NOT the homestead of the granter.
Togetherwith all the tenements, heredltaments and appurtenances thereto belonging orln anywise appertaining.
To Have and to Hold, the same In fee simple forever.
And the grantor hereby covenants with said grantee that the granter Is lawfully seized of said land In ree simple; that the grantor has good right and lawful authority to sell and convey said land; that the granter hereby fully warrants the title to said land and wlll defend the same against the lawful clalms of all persons claiming by, through or under granters.
[Signatures an following page}
Am Restated PSA lncerto 092513 (2) Page 16
IN WITNESS WHEREOF, the said party of the first part has hereunto set his/her hand and seal on the day and year first above written.
Signed in the presence of:D
SfgnatureO
Printed NameDD
SignatureD
Printed Name
COUNTY OF ______ __,
GRANTDR:
o _______________ _
Robert A. lncerto, as Trustee of the Robert A. lncerto Revocable Trust Agreement dated March 18,2002
This foregoing Instrument was acknowledged before me this __ day of , 20 __ by Robert A. lncerto, as Trustee of the Robert A. lncerto Revocable Trust Agreement dated March 1B, 2002, on behalf of the Trust. He Ps personally known to me] [has produced as Identification].
Notary Public:. ______________ D
Printed Name: o My Commission Explres:. _______ o [NOTARY SEAL]
Am Restated PSA lncerto 092513 {2} Page 17
EXHIBIT A to
TRUSTEE'S DEED Legal Description
The West i i34.60 feet of the South 660 feet of the East 257 feet of lhe East one-half {112) of the Southeast onequarter (1/4) of the Southwest one-quarter (i/4) of the Northeast one-quarter (1/4) of Section 33, Township 29 South, Range 15 East, Less and except that portion conveyed to Pinellas County In Officlal Records Book 5747, page 894, Public Records of Pinellas County. Florida.
Am Restated PSA lncerto 092513 (2) Page 18
Attachment 9
2013 LOCAL GOVER'\Yll:l\"'T VERIFICA 110:\" OF CONTRIBl'TION - GRA'\T FOR.'1
Name ofDe\·elopment:P_a_l_m_s_a_t W_e_s_t_B_a_y ____________________________ _
DeYelopment Location: 1260 West Bay Drive, Largo (At a min.unum, provide the address munber, street name and city. and/or provide the street name. closest designated intersection and either the city (iflocated wttlun a city) or cOWJty (if located m the uruncoipomted area of the collllty). If the ~velopment consists of Scattered Sites. the Development Location stated above must reflect the Scattered Site wht'l't' the-Development Location Point is located.)
Ou or before the Application Deadline. the City/County of...;L:::a::..cr_..g"'o ______________ couunilted (Name of City or County)
S_l§,_000.00 as a grant to the Applicant for its use solely for assisting the proposed Dewlopment referenced aboH. The City/Comity does not expect to be repaid or reimbtu·sed by the Applicant. or any other entity. proYided the funds are expended solely for the DeYelopment referenced abo,·e. No consideration or promise of consideration has been giYen \\ith respect to the grant. For pu1voses of the foregoing. the promise ofproYiding affordable housini< does not constitute consideration. The conunitment for this grant is effective as of the Application Deadline referenced abo,·e. and is proYided specifically \\ith respect to the proposed Development.
The !>Ource of the grant i:;: "'SH Ip ·---------(e.g .• SHIP, HOME. CDBG)
CERTIFIC'ATIOX
I cenify that the foregoing infonnation is tme and co1Tect and that this commitment is effectiYe at least through Jm1e 30. 201-l.
Signanu·e Print or Type Name
Print or Type Title
Tilis certification mttst be signed by the chief appointed official (staft) responsible for such appro\·als. Mayor. City .\fanager. County Manager/Admillistrator/Co01·dinaror. C1ia:irperson of the City Com1cillCommission or Chairperson ofrhe Board of Cmuuy Commissioners. Ift11e contribution is from a Land Aurhority organized pursuam ro Chapter 380.0663. Florida Stannes. rhis certification must be signed by rhe Chair of the Land Authority. One of the anrhorized persons named above may sign this fonn for certification of state. federal or Local Go\·emment fonds initially obtained by or deriYed from a Local Go\·enunent that i~ directly administered by an intem1ediary such as a ho1tsing finance authority. a co1111mulity reiJl\·esrmem co1vcrarion. or a state-certified Comnmniry Housing De\·elopment Organization (CHDO). Other signatories are not acceptable. The Applicant will not recei\·e credit for rhis contribution if the certification is improperly signed. To be considered for points. the an101mr of rhe contribution stared on tllis foru1 must be a precise dollar a11101mt and carn1ot include words such as estimated. up to. maximum of. not to exceed. etc.
If the Application is not eligible for automatic poill!s. tllis conuibution will not be considered if the certification comains con-ections or "\\"hire-our or if the ce11ification is altered or retyped. TI1e cei1ification may be photocopied.
Please note: Tilis fom1 may be modified by Florida Housing Finance Corporation per Section 67-60.005. F.A.C.
Attachment 10
Not Applicable
Attachment 11
Not Applicable
Attachment 12
©.PNC REAL ESTATE
October 25, 2013
Via Email
Mr. Scott Seckinger SP BD Apartments LLC 2430 Estancia Blvd., Suite 101 Clearwater, FL 33761
Re: SP BD Apartments LLC (the "Partnership" and beneficiary of the equity proceeds) Palms at West Bay (the "Property")
Dear Mr. Seckinger,
Thank you for the opportunity to present this letter of intent to make an equity investment in your Partnership, subject to preliminary and final investor approval. This letter of intent, which is being provided on a "Best Efforts" basis, outlines certain terms and conditions that would be the basis of a partnership agreement (the "Partnership Agreement"), to be entered into among the general partner(s) listed below, an equity fund sponsored by PNC Bank, National Association ("PNC"), as the limited partner (the "Limited Partner") and a corporation affiliated with PNC as the special limited partner (the Special Limited Partner").
In the event the project owner is a limited liability company, the term General Partner shall mean the managing member of the Partnership, the term Limited Partner shall mean the Investment member of the Partnership, the term Partnership Agreement shall mean operating agreement and the term Special Limited Partner shall mean the special member of the Partnership.
Based on the information you provided to us, we have prepared this letter of intent under the following terms and assumptions:
1. PARTNERSHIP TAX CREDITS
Anticipated Annual Eligible Tax Credit Amount/Request: Anticipated dollar amount of housing credit allocation to be purchased:
2. CAPITAL CONTRIBUTIONS TO THE GENERAL PARTNER
$1,050,000 $1,049,895
A. The Investment Limited Partner and will purchase 99.99% of the forecasted tax credits at a rate of $.95 per allocated tax credit dollar credit (the "Investment Limited Partner's Capital Contribution"), assuming the foregoing material assumptions are accurate and subject to the terms set forth in this letter and the Partnership Agreement to be entered into prior to payment of any installment below. The total Capital Contribution will be rounded to the nearest dollar and is expected to be $9,974,002 payable in installments. Each installment is due within five (5) business days of the Investment Limited Partner's receipt and approval of documentation evidencing the satisfaction of the installment's and all previous installments' conditions as follows:
1) $3,490,901
2) $2,493,501
3) $1,994,800
4) $997,400
5) $997,400
Palms at West Bay Letter of Intent
October 25, 2013 Page 2 of7
or 35% (the "First Installment") paid prior to or simultaneously with the closing of construction financing;
or 25% (the "Second Installment") upon 50% construction completion;
or 20% (the "Third Installment") upon 75% construction completion;
or 10% (the ''Fourth Installment") upon construction completion;
or 10% (the "Fifth Installment") upon receipt oflRS Forms 8609, 95% physical occupancy, 100% initial tax credit occupancy, cost certification, permanent loan commencement or conversion, or property stabilization.
Funds from installment one, two and three will be paid prior to construction completion for a total of $7,979,202
B. The Capital Contribution shall be applied by the Partnership first to direct development costs, then to the payment of the development fee (the "Deveiopment Fee"). To the extent the Capital Contribution or net cash flow is not sufficient to pay the full Development Fee within ten years of the construction completion date, the General Partner shall be obligated to contribute capital to the Partnership to enable it to pay the remaining balance.
-~ 3. DISTRIBUTION OF NET CASH FLOW
A. Net cash flow, generated by the Property after payment of operating expenses, debt service and replacement reserve deposits, shall be distributed within 45 days of the end of the fiscal year, prior to the first full year of operations, 100% to the General Partner, and beginning in the first full year of operations, as follows:
i) To the Investment Limited Partner $75 per unit as a cumulative annual investor services fee, increasing 3% annually;
ii) To the Investment Limited Partner as reimbursement for any debts or liabilities owed to the Investment Limited Partner;
iii) To the developer as payment of the Development Fee until payment in full of the Development Fee;
iv) To the General Partner $150 per unit, as a cumulative annual partnership management fee, increasing 3% annually;
v) To the Investment Limited Partner, to the extent that any Partnership taxable income is allocated to the Investment Limited Partner in any year, cash flow equal to 40% of the taxable income;
vi) To the General Partner as reimbursement for operating deficit loans made to the Partnership and owed to the General Partner;
vii) Finally, any remaining net cash flow shall be distributed 80% to the General Partner and 20% to the Investment Limited Partner.
Palms at West Bay Letter ofintent
October 25, 2013 Pagc4 of7
commencement or conversion in a maximum amount to subject to the Investment Limited Partner's due diligence review. The partnership may also establish an operating reserve if the projections change.
C. Replacement Reserve Account The Partnership shall deposit monthly into a replacement reserve account no less than $250 per unit occupied at conversion (the "Replacement Reserve Account"). The Replacement Reserve Account shall be used to fund the replacement of major capital improvements, and disbursements shall require annual notification of anticipated expenditures and prior written approval of unanticipated expenditures.
D. Tax Credit Adjustments
i) If the annual actual tax credits allocated on the Carryover Allocation or Fonn(s) 8609 is less than the forecasted tax credits stated in Section 1, then the Capital Contribution shall be reduced in an amount equal to the total tax credit shortfall to the Investment Limited Partner multiplied by the price paid for the tax credits.
ii) If the annual actual tax credits allocated on Form(s) 8609 is greater than the forecasted tax credits stated in Section 1 (the "Additional Credit"), then the Capital Contribution shall be increased in an amount equal to the Additional Tax Credit multiplied by the price paid for the tax credits, and paid pro rata over the remaining Installments. This adjustment combined with all other upward adjustments shall be limited to 10% of the Capital Contribution.
iii) For each additional $1.00 of tax credit delivered in the first years beyond the amount projected in this letter, the ILP shall pay an additional equity amount per tax credit dollar to be determined by Investment Limited Partner during due diligence. The additional capital shall be paid pro rata over the remaining Installments.
iv) If the amount of actual tax credit in any year after construction completion is less than the amount of forecasted tax credit in Section 2 (except for reasons stated in item 6(D)(i) above), the Capital Contribution shall be reduced by an amount equal to the tax credit shortfa11 amount multiplied by the price paid for the tax credits, plus the amount of any recapture, interest or penalty (a "Reduction Amount").
v) If any Reduction Amount cannot be paid from the Capital Contribution, the General Partner shall pay the Reduction Amount. Reduction Amounts not paid upon demand shall accrue interest at the prime rate as published in the Wall Street Journal plus 2%.
E. Net Worth and Guarantee Requirements All obligations of the General Partner shall be guaranteed by person(s) or entities ("Guarantor(s)'') acceptable to the Investment Limited Partner and with sufficient net worth and liquidity.
7. CONDmONS
Palms at West Bay Letter of Intent
October 25, 2013 Page 5 of7
A. Property The Property will be a 56-unit development located in Largo, Pinellas County, Florida.
B. Tax Credit Allocation The Partnership may elect to defer the use of tax credits for any individual building which is not 100% tax credit qualified by December 31 of the year in which it is placed in service, at the Investment Limited Partner's discretion. It is assumed that IRS form 8609 will be issued subsequent to the anticipated placed-in-service deadline.
C. Tax Credit Occupancy The Partnership must comply with the 40/60 minimum set-aside test (a minimum of 40% of the units must be rented to tenants with incomes less than 60% of area median, adjusted for family size).
D. Construction and Permanent Financing The General Partner shall provide to PNC for its review and approval, copies of the loan commitments and loan documents for all financing sources, which are assumed to be from qualified commercial lenders.
E. Property Management Agent
i) The General Partner shall provide or cause the Property management agent to provide management reports to the Investment Limited Partner in a timely manner concerning operations, occupancy and other information essential to the management of the Property.
ii) Upon the occurrence of certain events, including any material violations, negligence or misconduct or inadequate reporting, the Special Limited Partner will have the option to replace the Property management agent. All Property management agreements will include a termination clause allowing either the General Partner or the Property management agent to terminate the agreement by giving a 30-day advance written notice to the other party.
F. Repurchase Obligations The Investment Limited Partner shall not be required to advance any unpaid Installments and the General Partner may be required to repurchase the Investment Limited Partner's interest for the invested amount. Conditions for repurchase shall include: construction completion, break-even operations or permanent loan closing(s)/conversion(s) are not achieved or other tax credit compliance conditions are not met in a reasonable time period.
G. Insurance Obligations The Partnership will provide the following insurance policies: i) an extended ALTA owner's title insurance policy in an amount not less than the permanent mortgage(s), the General Partner's and Investment Limited Partner's capital contributions, with all standard exceptions deleted or approved and with Fairways, non-imputation and other requested endorsements; ii) commercial general liability insurance in the minimum amount of $5,000,000 naming the Investment Limited Partner as named insured party of which not more than $2,000,000 is through an umbrella policy; (iii) builder's risk insurance through construction completion, and all risk or fire and extended coverage and, if necessary, earthquake, hurricane and flood insurance, all policies in a minimum amount equal to full replacement value; (iv) workers' compensation as required under state law;
Palms at West Bay Letter of Intent
October 25, 2013 Page 6 of7
(v) business interruption insurance coverage equal to one full year's gross rental income or as acceptable to the Investment Limited Partner; and (vi) any other insurance as may be necessary or customary.
H. Accountant's Obligations The General Partner shall provide or cause the Partnership's accountant to provide the following annual reports: i) federal and state tax returns for the previous year (including all supporting documentation necessary to verify the calculation of the tax credit) by February 28
1h and ii)
annual audited Partnership financial statements (including all supporting documentation) by March 1st. Any delays beyond the designated due date may result in a $100 per day penalty to the Partnership. The Partnership Accountant shall review and approve the basis and benefits calculations prior to the payment of the First Installment.
I. General Partner Removal The Partnership Agreement shall contain provisions for the removal of the General Partner with cause.
8. DUE DILIGENCE PERIOD
The General Partner grants the Investment Limited Partner the exclusive right to acquire the Partnership interest commencing on the date of the initial execution of this letter of intent and terminating 60 days after receipt of the documents necessary to complete the due diligence review.
Our agreement to make the investment described in this letter of intent is subject to the accuracy of the information you have provided to us and our mutual agreement on the terms of the closing documents and review of customary due diligence which shall include those items specifically referenced in the PNC commitment for construction and term financing sent under separate cover.
This letter of intent does not expire before June 30, 2014.
This letter of intent is not a commitment and is subject to PNC's underwriting, due diligence review, and market conditions at the time a letter of intent is issued following the tax credit award. During the due diligence period, PNC will conduct a due diligence review and negotiate with the General Partner, in good faith, any open terms of this letter of intent. The due diligence period will commence upon receipt by PNC of all Property and Partnership documents identified in the syndication binder. The due diligence review will include, without limitation, the verification of factual representations made by the General Partner, a review of the Property and Partnership documents, a site visit and an evaluation of the following: the experience and expertise of the General Partner, general contractor, architect and Property management agent; Property area market; an appraisal of the Property; the construction schedule' the total development budget; the residual potential of the Property and capital account analysis; Phase I environmental assessment and all subsequent reports and other relevant factors. PNC may also commission consultants to perform market analysis, construction, insurance and environmental reviews. The General Partner and PNC acknowledge that no legally enforceable relationship shall exist between General Partner and PNC unless and until the Acquisition Review Committee of PNC shall have approved the proposed transaction, and the parties shall have executed the Partnership Agreement and the other transaction and financing documents contemplated herein.
Should you have any questions, please do not hesitate to call (706) 653-9566. We look forward to working with you on this and future transactions.
Sincerely,
PNC BANK, N.A.
By:~~~~~~~~~~ John Nunnery, Vice President
cc: Tricia Hurley, File
Agreed and Accepted:
SP BD Apartments LLC
Palms at West Bay Letter o flntcnt
October 25, 2013 Page 7 of7
By: SP BD Manager LLC, a Florida limited liability company, its Manager
By: SP and MS LLC, a Florida limited liability its Ma ager
a e: Scott Seckinger Title: Vice President
Date: to(z-;/ r3
Attachment 13
©PNC REAL ESTATE
October 25, 2013
Via Email
Mr. Scott Seckinger SP BD Apartments LLC 2430 Estancia Blvd., Suite 101 Clearwater, FL 33761
Re: SP BD Apartments LLC (the "Borrower") Palms at West Bay {the "Property")
Dear Mr. Seckinger,
I am pleased to provide you with PNC Bank's (the "Lender") commitment to provide a $6,000,000 Construction Loan converting to a $3,000,000 Term Loan (the "Credit Facility") for the Palms at West Bay, a 56-unit affordable housing development component located in Largo, Pinellas County, Florida, subject to the following terms and conditions:
Borrower
Guarantor(s)
Credit Facility
Term of Loan
SP BD Apartments LLC, a Florida limited partnership (the "Borrower"). The Construction Loan shall be full recourse to the Borrower until conversion to the Term Loan.
Guarantees of completion and repayment during the development period shall be provided by persons or entities acceptable to the Lender. A limited recourse guaranty covering typical carve outs and environmental issues will be required during the permanent stage.
Construction: $6,000,000
Term Loan: $3,000,000
The Construction Loan period will be two years. Upon satisfaction of all of the conditions for converting the construction loan to the Term Loan provided by Lender the Tenn Loan will be 15 years. The Term Loan wiU be based on an amortization of thirty (30) years. The Forward Committed Tenn Loan is being provided by PNC as an approved Freddie Mac Program Plus Seller/Servicer.
Interest Rates/
Rate Lock
Commitment Fees (Paid at Closing)
Collateral
Environmental Indemnity
Appraisal Reports and Debt Service Coverage
Palms at West Bay Commitment Letter
October 25, 2013
Construction Loan: LIBOR plus 300bp (floating over term of Construction Loan as LIBOR changes)
Term Loan: Approximately 350 basis points over the 10 Year U.S. Treasury Security. The final permanent interest rate will be determined at the time of rate lock, which will occur prior to the construction loan closing
In order to lock the interest rate for the permanent loan, you must provide us with a refundable rate lock deposit equal to 3% of the loan amount. This deposit will be returned following the conversion of the permanent loan, or it will be retained by Lender in the event that the permanent loan does not close. In addition, Borrower must provide a promissory note to Lender at the time of rate lock in the amount of 5% of the permanent Joan amount. This note wil1 be secured by a second deed of trust against the Property. The note will be returned to Borrower upon the funding of the permanent loan and the deed of trust will then be released.
Construction Loan: Term Loan:
1.00% 1.00%
The Credit Facilities shall be secured by a first priority fee mortgage on the land associated with the Property and all improvements to be constructed thereon related to the Property. First priority assignment of leases, rents and income from the Property. First priority perfected assignment of the construction contract, subcontracts, architectural agreements, plans and specifications, permits and all other construction-related documents. First priority perfected security interest in all other assets of the Borrower related to the Property.
The Borrower, Guarantor and other persons or entities specified by Lender shall indemnify and hold the Lender harmless from all liability and costs relating to the environmental condition of the Project and the presence thereon of hazardous materials.
Lender must receive an appraisal report ("Appraisal Report") satisfactory to it in all respects within 90 days prior to the Construction Loan closing date. The Appraisal Report will be ordered by Lender from an appraisal firm selected by Lender which has either the "M.A.L" designation or is State Certified. The maximum loan-to-value based upon achievable restricted rents is 90%, and the debt service coverage ratio shall be consistent with Lender's policies.
2
Subordinated Debt
Conversion Requirements
Representation Warranties, and Documentation
Closing
Palms at West Bay Commitment Letter
October 25, 2013
In addition to the construction and term loan, subordinated debt will be allowed subject to advance written consent of the Lender. All secondary financing shall be subordinate in all respects to the Lender's loans.
Before converting to the Term Loan, the Project shall achieve and maintain at a minimum 90% physical occupancy and an annualized 1.15 to 1 debt service coverage on the first mortgage debt and a combined l .10 to 1 debt service coverage for all debt for a period of90 consecutive days. Lender may, if necessary, reduce the amount of the Term Loan to that level which produces the required debt service coverage in the event stabilized net operating income is less than projected. The costs of updated third party reports, including an updated appraisal, shall be borne by the Borrower.
Standard representations and warranties, terms and conditions, and loan documents as are typical in this type of financing as may be required by Lender. Borrower will make usual representations and warranties as of the Construction Loan closing and the date of conversion to the Tenn Loan and in connection with each advance including, but not limited to, corporate existence, compliance with laws, enforceability, true title to properties, environmental protection, no material litigation, ERISA compliance, insurance, absence of default and absence of material adverse change, and availability of low income housing tax credits.
Lender's obligation to close the Credit Facilities is subject to the Lender's receipt of all necessary fees and closing costs and review of the following reports and information, all of which are to be in form and substance satisfactory to Lender and which shall be provided no later than ninety (90) days from the date the tax credits are reserved or allocated: plans and specifications and construction contract (providing for payment and performance bonds as may be required by Lender) approved by Lender's inspecting architect; final budget demonstrating adequate funds to develop the Project from sources acceptable to Lender; Phase I environmental report; title insurance; survey; zoning; permits; opinions of counsel; evidence ofreservation or allocation of tax credits; market study demonstrating feasibility satisfactory to Lender; financial statements of, and other information relating to the business activities of, sponsor, developer, guarantors and any principal with a material financial ownership interest in the Project or the foregoing parties, (collectively the "Development Parties"), which is satisfactory to Lender; satisfactory progress and performance of other projects developed by the Development Parties and absence of prior default by any of the Development Parties with respect to any credit or equity facility provided by Lender; and such other information which Lender may require or which are customary in similar transactions.
3
Loan Call Protection
Assignment
Expiration
Palms at West Bay Commitment Letter
October 25, 2013
The executed loan documents will contain prepayment lockout, defeasance, yield maintenance and/or prepayment penalties.
Borrower may not assign this commitment or any interest therein without the consent of the Lender.
This firm commitment shall expire automatically the earlier of June 30, 2014 or when the Borrower is informed that it did not receive an allocation of tax credits, unless extended in writing by Lender.
Lender's obligation to provide the requested financing is expressly conditioned on the fact that no information submitted to Lender in connection with the Credit Facilities shall prove to be false or misleading in any material respect, and that no bankruptcy, insolvency, receivership, or any other debtor's relief proceedings shall be commenced by or against the Borrower.
Thank you for the opportunity to be of service to you. Should you have any questions, please do not hesitate to contact me.
Sincerely,
PNC BANK, N.A.
~ By:~~~~~~~~~~-
John Nunnery, Vice President
cc: Tricia Hurley, File
4
Agreed and Accepted:
SP BD Apartments LLC
By: SP BO Manager LLC, a Florida limited liability company, its Manager
By: SP and MS LLC, a Florida limited liability company, · Manager
By: __,~~::=.::~c~o;;:;;::::7.k~in=g=e~r:--~~~
Title: Vice President
Date: /v /~< /, 3 I I
