circle, inc., non-profit partner project: alabaster

Partner: Circle, Inc., Non-Profit Partner Project: Alabaster Gardens Year Built: 2006 Units: 147 Location: 929 Massachusetts Avenue, Pensacola, Florida Amenities: Community Center with Library and Computer Lab, Swimming Pool, Tot Lot, Fitness

Center and on-site Resident Programs

Total Development Cost: $20,089,590 Funding Sources and Amounts: 4% Housing Credits, AIG/Sunamerica $ 5,089,590

Florida Housing Multifamily Tax-Exempt Bonds $ 9,000,000 State Apartment Incentive Loan $ 4,000,000 Hurricane Housing Rental Program Loan $ 2,000,000

Summary: When Hurricane Ivan hit the Florida Panhandle in September 2004, Escambia County experienced damage beyond everyone's expectations. Power outages, fuel shortages, broken bridges and roads, kept relief crews and supply trucks from entering the county to bring support to a community of nearly 300,000 people, many who were left homeless. Escambia County became an island. Circle, Inc. (Calvary Institute for Recreation, Community Life, and Education) a 501c(3) community development organization maintains several houses and apartments as Section 8 homes for low-income families. To meet the urgent need for housing caused by Hurricane Ivan Carlisle and Circle partnered on two developments: Alabaster Gardens and Silurian Pond. Alabaster Gardens, is a 147 unit senior affordable community. This is a gated complex which provides a safe, pleasant home for seniors in the middle of Montclair.

Circle, Inc. founded and now operates Circle Community Clinic. This is a free

clinic staffed by volunteers and a registered nurse provided through partnership with Escambia County Health Department. Its aim is to give the people of the community easy access to health education and the services of a nurse.

Partner: Circle, Inc., Non-Profit Partner Project: Silurian Pond Year Built: 2006 Units: 72 Location: 800 Fletcher Drive, Pensacola, Florida Amenities: Community Clubhouse with a Library and Computer Lab, Laundry Facilities, Tot Lot, Car Care area and on-site Resident Programs

Total Development Cost: $19,682,366 Funding Sources and Amounts: 4% Housing Credits $ 3,044,496

Florida Housing Multifamily Tax-Exempt Bonds $ 7,000,000 Hurricane Rental Recovery Loan Program $ 8,490,000 Hurricane Housing Rental Program Loan $ 1,147,870

Summary: The four hurricanes that hit Florida in 2004 damaged more than 700,000 homes. As part of Florida’s response, the Florida Legislature appropriate $354.4 million in one-time hurricane housing recovery funds. Silurian Pond was built with these recovery funds.

Nestled in a wooded area, Silurian Pond offers the beauty and seclusion of a country setting, while being centrally located to all of Pensacola. The 72-unit garden style community consists of 36 two-bedroom and 36 three-bedroom units for very-low and low-income families. On site resident programs such as Homeownership Opportunity and 1st-Time Homebuyer Seminars, Financial Counseling, Job Training, Health & Nutrition Classes and planned resident activities are a few of the free programs available to the residents.

As part of the Silurian Pond project, Tin Cup Foods, a full service grocery store in Montclair, was built. It provides food at a reasonable price for community residents who may not have had transportation to go to supermarkets. This store also served as a teaching center where neighborhood residents were trained for jobs.

Partner: Virgin Islands Housing Authority (VIHA) Project: Louis E. Brown I Year Built: 2011-2012 Units: 102 Location: SR-69 Estate Paradise, Prince Quarter, St. Croix, United States Virgin Islands Amenities: Clubhouse, Business Center, Exercise Facility, Laundry Facility, Tot lot, Recreational Field

and on-site Resident Programs Total Development Cost $31,922,993 Funding Sources and Amounts: 9% Housing Credits $20,095,000

Public Housing Capital Assistance $11,827,993 Summary:

Carlisle Development Group was selected through a competitive procurement process to develop VIHA’s Revitalization Plan for its vacant land and former 436-unit Louis E. Brown Villas site on St. Croix in the US Virgin Islands.

The revitalization plan focuses on the creation of small, pedestrian-friendly neighborhood with spaces and areas connected by a system of new walking paths, streets and green spaces. The streets and buildings are situated on the site so to provide a strong and variable streetscape with a distinctive visual presence. The Master Site Plan of the development reflects the character and lifestyle of the Virgin Islands by incorporating Caribbean architectural elements such as standing seam metal roofs. Phase I of the project is located on the westernmost edge of the 24.33 acre site. The buildings are placed parallel to the natural site grading which best captures the prevailing winds and ocean views.

The site will include many green features to promote energy and water conservation such as cisterns, solar thermal water heaters and native draught resistant plantings. Units will incorporate open designs allowing for maximum natural light and cross ventilated bedroom designs and ceiling fans promoting the circulation of fresh air.

Phase II is currently in underwriting and expected to close and start construction by fourth quarter of 2011.

Project: Poinciana Grove – Elderly, Urban In-Fill Year Built: 2009 Units: 80 Location: 5601 NW 2nd Avenue, Miami, Florida Amenities: Community Center with a Library, Computer Lab and Exercise Facility, Laundry Facilities,

Carded Secure Entry, Car Care area and on-site Resident Programs

Total Development Cost: $23,021,000 Funding Sources and Amounts: 9% Housing Credits $ 18,821,000

County SURTAX Loan $ 3,200,000 Permanent Conventional Debt $ 1,000,000

Summary:

Poinciana Grove was specially designed to serve very-low and low-income seniors that are living on a fixed income. It provides a unique living experience to the senior population of Miami and provides an alternative to single-family living while allowing a very independent lifestyle. Centrally located to public transportation, grocery and retail stores the 11-story high-rise building has a three-story pedestal garage with eight residential floors above.

“Our elderly are already living frugally on fixed incomes. Therefore, they are extremely vulnerable to the rising cost of healthcare and energy. Now the recession has sapped their families’ ability to help support them. Affordable housing which is safe and comfortable is the best way for our community to provide them with long term support,” said Matthew S. Greer, CEO of Carlisle Development Group.

“We must employ will power and cooperation between private sector and government so that we provide our senior citizens with the opportunity to enjoy their lives in safe, pleasant and moderately priced surroundings,” said County Commissioner Audrey Edmonson at the Grand Opening.

Partner: New Century Development Corporation, Non-Profit Project: Allapattah Garden Apartments – A Transit Oriented Development located at the

Allapattah Metro-rail Station, Urban In-Fill Year Built: 2004 Units: 128 Location: 3400 NW 11th Place, Miami, Florida Amenities: Daycare Facility, Clubhouse with a Library, Computer Lab and Exercise Facility, Laundry

Facilities, Volleyball Court, Tot Lot, Secure Entry Gate and on-site Resident Programs

Total Development Cost: $13,022,000 Funding Sources and Amounts: County Multi-family Revenue Tax-Exempt Bonds $ 6,400,000

4% Housing Credits $ 3,472,000 Florida Housing State Apartment Incentive Loan $ 1,500,000 County HODAG Loan $ 750,000 County SURTAX Loan $ 500,000 City HOME Loan $ 400,000

Summary:

Allapattah Garden revitalized the infrastructure around the Allapattah Metro Rail Station and created a visually appealing structure along the Metro Rail route, paying close attention to urban design standards. Access to the Metro Rail provides the very-low and low-income residents of the development with affordable transportation to job centers and services. Easy Metro Rail access obviates the need for all adult members of each household to have cars, thus reducing living expenses for the family. Allapattah Garden contributes towards the enhancement of the resident’s lives by providing a day care facility for children on site with daily, supervised and structured after-school programs and resident activities which bring residents together and promote community pride. Allapattah Garden revitalized a deteriorating area of Miami through quality of life enhancements and economic revitalization.

Development Name Project Address # of Units Type & Source of Finance & Subsidy Capital Raised Market Set-Asides AMI% Year Built

COMPLETED DEVELOPMENTS

1 JUBILEE COURTYARDS 119 Redland Road 98 Charter/MAC (Dade County MFRB) 4,150,000$ Family 98 Units at 60% AMI 1999Join Venture with Jubiliee CDC, Florida City, FL 33034 County SHIP Loan 900,000$ a non-profit corporation Miami-Dade County 4% Housing Credits, Related Capital Company 2,858,000$

2 WESTVIEW GARDEN 2351 NW 119th Street 160 MuniMae/MMA Financial (Fannie Mae DUS) 1,900,000$ Elderly 24 units @ 35% AMI 2001Miami, FL 33167 County SHIP Loan 1,000,000$ 136 units @ 60% AMI

Miami-Dade County 9% Housing Credits, Related Capital Company 8,989,000$

3 DOUGLAS POINTE 3840 NW 183rd Street 176 Charter/MAC (Dade County MFRB) 7,100,000$ Family 18 units @ 33% AMI 2001Miami, FL 33055 County Loans 1,250,000$ 158 units @ 60% AMI

Miami-Dade County FHFC State Apartment Incentive Loan 1,825,000$ 4% Housing Credits, Related Capital Company 5,015,000$

4 CAMERON CREEK 1720 NW 3rd Terrace 148 Neighborhood Lending of South Florida, Inc. 2,800,000$ Family 24 units @ 33% AMI 2002Florida City, FL 33034 FHFC State Apartment Incentive Loan 1,125,000$ 21 units @ 50% AMI

Miami-Dade County County SHIP Loan 700,000$ 103 units @ 60% AMICounty SURTAX Loan 500,000$

9% Housing Credits, Related Capital Company 6,512,000$

5 SANTA CLARA 2000 NW 12th Avenue 208 Neighborhood Lending Partner of So. FL, Inc. 4,100,000$ Family 32 units @ 33% AMI 2004On the Santa Clara Metrorail Station Miami, FL 33142 County HOME Loan 1,750,000$ 31 units @ 50% AMI

Miami-Dade County County SURTAX Loan 250,000$ 145 units @ 60% AMI01-0100-000-0022 City HOME Loan 750,000$


6 ALLAPATTAH GARDENS 3400 NW 11th Place 128 Charter/MAC (Dade County MFRB) 6,400,000$ Family 6 units @ 35% AMI 2004On the Allapattah Metrorail Station Miami, FL 33127 FHFC State Apartment Incentive Loan 1,500,000$ 122 units @ 60% AMIJoint venture with New Century Miami-Dade County City of Miami HOME Loan 400,000$ Development Corp., a non-profit County HODAG & SURTAX Loan 1,250,000$


7 SANTA CLARA II 1250 NW 21st Street 204 Neighborhood Lending Partner of So. FL, Inc. 6,500,000$ Family 27 units @ 30% AMI 2005On the Santa Clara Metrorail Station Miami, FL 33142 County SURTAX Loan 3,160,000$ Youths Aging 177 units @ 60% AMI

Miami-Dade County 9% Housing Credits, Related Capital Company 19,115,000$ Out of Foster Care

8 ROYALTON 131 SE 1st Street 100 Wachovia 4,750,000$ Formerly 16 units @ 30% AMI 2008(Historic Rehabilitation) Miami, FL 33130 FHFC State Apartment Incentive Loan 3,000,000$ Homeless 84 units @ 60% AMIJoint Venture with Carrfour Supportive Miami-Dade County County SURTAX Loan 2,250,000$ 80 Units-HomelessHousing, non-profit HOME County/City 2,330,000$

HUD Shelter Plus Care 2,000,000$ HUD Homeless Housing Assistance Grant 750,000$

9% Housing Credits, Wachovia 9,674,413$

9 AMBER GARDEN 1320 NW 24th Street 110 Neighborhood Lending Partners of SO Florida, Inc. 4,150,000$ Elderly 15 units @ 30% AMI 2008Miami, FL 33142 County SURTAX Loan 3,825,000$ 95 units @ 60% AMI

Miami-Dade County City HOME Loan 675,015$ 9% Housing Credits, Wachovia 17,283,365$

10 VILLA PATRICIA I 234-42 NE 79th Street 125 Neighborhood Lending Partners of So. Florida, Inc. 10,000,000$ Elderly 23 units @ 30% AMI 2008Miami, FL 33138 County SURTAX Loan 5,380,000$ 102 units @ 60% AMI

Miami-Dade County City HOME Loan 674,000$

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9% Housing Credits, Richman Group 18,225,000$

11 VILLA PATRICIA II 7831 NE 2nd Avenue 125 Neighborhood Lending Partners of So. Florida, Inc. 7,100,000$ Elderly 19 units @ 33% 2009Miami, FL 33138 County SURTAX Loan 3,825,000$ 106 units @ 60%

Miami-Dade County 9% Housing Credits, Richman Group 22,093,000$

12 VILLA PATRICIA III 7831 NE 2nd Avenue 89 Neighborhood Lending Partners of So. Florida, Inc. 8,710,000$ Family 14 units @ 33% 2009Miami, FL 33138 FHFC Rental Recovery Loan Program 3,980,301$ 75 units @ 60%


13 POINCIANA GROVE 5601 NW 2nd Avenue 80 Bank of America 6,800,000$ Elderly 12 units @ 33% 2009Miami, FL 33127 County SURTAX Loan 3,200,000$ 68 units @ 60%


14 VILLAGE ALLAPATTAH II 2370 NW 17th Avenue 90 Bank of America 6,500,000$ Elderly 14 units @ 33% 2009Mixed Use Development Miami, FL 33142 FHFC Rental Recovery Loan Program 2,733,048$ 76 units @ 100%

Miami-Dade County FHFC Supplemental Loan 910,000$ 9% Annual Credits, Richman 22,595,000$

15 VILLAGE ALLAPATTAH I 2370 NW 17th Avenue 110 Bank of America 8,000,000$ Family 17 units @ 33% 2009+YMCA of Greater Miami Facility Miami, FL 33142 County SURTAX Loan 4,886,541$ 93 units @ 60%Mixed Use Development Miami-Dade County 9% Housing Credits, Richman Group 22,558,000$

16 VILLAGE CARVER I 401 NW 71st Street 112 Bank of America Construction Loan 7,000,000$ Family 17 units @ 33% 2010Miami, FL 33150 County SURTAX Loan 4,350,000$ 95 units @ 60%


17 EMMAUS PLACE 342 NW 4th Avenue 7 FHFC Demonstration Loan Program 900,000$ Youths Aging 7 units @ 30% 2010Miami, FL 33128 County SURTAX Loan 450,000$ Out of Foster Care

TOTAL UNITS BUILT 2070 TOTAL CAPITAL RAISED 385,537,226$

UNDER CONSTRUCTION

18 LABRE PLACE 350 NW 4th Street 90 FHFC State Apartment Incentive Loan 4,000,000$ Formerly 50 units @ 33% 2011Under construction Miami, FL 33128 City HOME Loan 837,053$ Homeless 40 units @ 60%

Miam-Dade County ARRA Exchange Credits (TCEP Loan) 19,188,358$

19 VILLAGE CARVER II 401 NW 71st Street 100 County SURTAX Loan 3,386,935$ Elderly 20 units @ 33% 2011Under construction Miami, FL 33150 FHFC Supplemental Loan 765,000$ 80 units @ 60%

Miami-Dade County ARRA Exchange Credits (TCEP Loan) 21,768,500$

20 EVERETT STEWART SR. VILLAGE On NW 29 Ave. & NW 53 St. 96 Citibank Community Capital 1,380,000$ Family 20 units @ 33% 2011On the Brownsville Metrorail Station Miami, FL 33142 County SURTAX Loan 1,791,000$ 76 units @ 60%Under construction/Lease-up Miami-Dade County FHFC Supplemental Loan 765,000$

ARRA Exchange Credits (TCEP Loan) 21,768,500$

21 BROWNSVILLE TRANSIT VILLAGE II On NW 29 Ave. & NW 52 St. 100 Citibank Community Capital 1,380,000$ Elderly 10 units @ 33% 2011On the Brownsville Metrorail Station Miami, FL 33142 County SURTAX Loan 2,499,900$ 90 units @ 60%Under construction/Lease-up Miami-Dade County ARRA Exchange Credits (TCEP Loan) 21,768,500$

22 THE BEACON (fka Metro) 1000 NW 1st AVENUE 90 First Housing Development Corporation 2,384,493$ Family 9 units @ 33% 2011


Under construction/Lease-up Miami, FL 33136 County SURTAX Loan 2,249,910$ 81 units @ 60%Miami-Dade County ARRA Exchange Credits (TCEP Loan) 20,655,000$

23 BROWNSVILLE TRANSIT VILLAGE III On NW 53rd St., +/- 320 ft. east 103 Citibank Community Capital 1,000,000$ Elderly 21 units @ 33% 2012On the Brownsville Metrorail Station of NW 29th Ave. & NW 53rd St. County SURTAX Loan (Closing Pending) 300,000$ 82 units @ 60%Under construction Miami, FL 33142 ARRA Exchange Credits (TCEP Loan) 5,000,000$

Miami-Dade County FHFC ELI TCEP (Exchange) Loan 850,000$ 9% Housing Credits, Richman Group 19,857,567$

24 BROWNSVILLE TRANSIT VILLAGE IV +/- 320 ft east of the intersection 102 Citibank Community Capital 1,100,000$ Family 21 units @ 33% 2012On the Brownsville Metrorail Station of NW 52nd St. & NW 29th Ave. County SURTAX Loan (Closing Pending) 300,000$ 81 units @ 60%Under construction Miami, FL 33142 ARRA Exchange Credits (TCEP Loan) 5,000,000$


TOTAL UNITS UNDER CONSTRUCTION 681 TOTAL CONSTRUCTION SOURCES 182,226,707$

PIPELINE

25 THE ANCHORAGE (fka NSP 686) 2320 NW 62nd Street 30 Neighborhood Stabilization Funds (NSP) 5,000,000$ Family 6 units @ 50% 2012Scott-Carver Expanded HOPE VI area Miami, FL 33147 24 units @ 60%Awarded RFQ. In Pre-development. Miami-Dade County

26 NORTHSIDE STATION NW 79th Street & NW 31-32 Ave 438 Miami-Dade General Obligation Bonds- 2,500,000$ Elderly/Family 44 units @ 28% 2014-2016On the Northside Metrorail Station Miami, FL Building Better Communities 394 units@ 60%Awarded RFQ. In Pre-development. Miami-Dade CountyMixed-Use development

27 NW 7th AVENUE TRANSIT VILLAGE NW &th Avenue & NW 62nd Street 202 Miami-Dade General Obligation Bonds- 10,500,000$ Elderly/Family 21 units @ 28% 2014-2016Awarded RFQ. In Pre-development. Miami, FL Building Better Communities 181 units @ 60%Mixed-Use development Miami-Dade County

28 BROWNSVILLE TRANSIT VILLAGE V On NW 29 Ave. & NW 53 St. 65 Construction Loan Family 7 units @ 28% AMI 2014On the Brownsville Metrorail Station Miami, FL 33142 County SURTAX Loan 58 units @ 60% AMIIn Pre-development Miami-Dade County 9% Housing Credits

TOTAL PROPOSED PIPELINE UNITS

735 PIPELINE CAPITAL RAISED TO DATE 18,000,000$

TOTAL UNITS FUNDED 3486 TOTAL CAPITAL RAISED 585,763,933$


COMPLETED DEVELOPMENTS

PROSPECT PARK 5500 NW 31st Avenue 125 Reilly Mortgage Group (Broward County MFRB) 6,000,000$ Family 123 units @ 60% AMI 1999Ft. Lauderdale, FL 33309 County HOME Loan 700,000$ 2 units @ 50% AMI

Broward County 4% Housing Credits, John Hancock 3,456,836$

TINSLEY COVE 12535 Tinsley Circle 172 Neighborhood Lending Partners, Inc. 3,800,000$ Family 26 units @ 35% AMI 1999Tampa, FL 33612 County SHIP Loan 671,000$ 146 units @ 60% AMI

Hillsborough County 4% Housing Credits, Lendlease 7,546,000$

COLLEGE PARK 6450 College Park Circle 210 Wachovia Multifamily Capital, Inc./Freddie Mac (FHFC Bonds) 9,775,000$ Family 42 units @ 50% AMI 1999Naples, FL 34104 Wachovia Multifamily Capital, Inc.. 2,400,000$ 168 units@ 60% AMI

Collier County 4% Housing Credits, Richman Group 4,238,876$

JUBILEE COURTYARDS 119 Redland Road 98 Charter/MAC (Dade County MFRB) 4,150,000$ Family 98 Units at 60% AMI 1999Join Venture with Jubiliee CDC, Florida City, FL 33034 County SHIP Loan 900,000$ a non-profit corporation Miami-Dade County 4% Housing Credits, Related Capital Company 2,858,000$

OAKS TRAIL 1300 No. Oak Street 123 MuniMae/MMA Financial (Fannie Mae DUS) 1,550,000$ Family 19 units @ 35% AMI 2000Arcadia, FL 34266 County SHIP Loan 462,500$ 104 @ 60% AMI

Desoto County 9% Housing Credits, Related Capital Company 7,202,000$

WESTVIEW GARDEN 2351 NW 119th Street 160 MuniMae/MMA Financial (Fannie Mae DUS) 1,900,000$ Elderly 24 units @ 35% AMI 2001Miami, FL 33167 County SHIP Loan 1,000,000$ 136 units @ 60% AMI

Miami-Dade County 9% Housing Credits, Related Capital Company 8,989,000$

DOUGLAS POINTE 3840 NW 183rd Street 176 Charter/MAC (Dade County MFRB) 7,100,000$ Family 18 units @ 33% AMI 2001Miami, FL 33055 County Loans 1,250,000$ 158 units @ 60% AMI

Miami-Dade County FHFC State Apartment Incentive Loan 1,825,000$ 4% Housing Credits, Related Capital Company 5,015,000$

SUMMERLAKE 5941 Summerlake Drive 108 Charter/MAC (Broward County MFRB) 5,600,000$ Family 17 units @ 25% AMI 2001Davie, FL 33314 County SHIP Loan 450,000$ 91 units @ 60%Broward County FHFC State Apartment Incentive Loan 1,100,000$


CAMERON CREEK 1720 NW 3rd Terrace 148 Neighborhood Lending of South Florida, Inc. 2,800,000$ Family 24 units @ 33% AMI 2002Florida City, FL 33034 FHFC State Apartment Incentive Loan 1,125,000$ 21 units @ 50% AMI

Miami-Dade County County SHIP Loan 700,000$ 103 units @ 60% AMICounty SURTAX Loan 500,000$


ORCHARD PARK 15th Street SE, 3rd Ave SE 84 Neighborhood Lending Partners (Permanent) 2,000,000$ Farmworker 13 units @ 30% AMI 2002Ruskin, FL 33570 FHFC State Apartment Incentive Loan 870,000$ 4 units @ 50% AMI

Hillsborough County County SHIP Loan 700,000$ 67 units @ 60% AMICounty SHIP/CDFI Loan 600,000$


WILLOW CREEK 6801 Willow Creek Circle 120 Neighborhood Lending Partners, Inc. 2,900,000$ Elderly 18 units @ 30% AMI 2002North Port, FL 34287 FHFC State Apartment Incentive Loan 1,225,000$ 102 units @ 60% AMI

Sarasota County 9% Housing Credits, Related Capital Company 3,985,000$

JACARANDA TRAIL Hargrave Street 50 Neighborhood Lending Partners of West FL, Inc. 450,000$ Family 8 units @ 45% AMI 2002Arcadia, FL 34266 FHFC State Apartment Incentive Loan 519,000$ 42 units @ 60% AMI


DeSoto County 9% Housing Credits, Related Capital Company 3,042,000$

SANTA CLARA 2000 NW 12th Avenue 208 Neighborhood Lending Partner of So. FL, Inc. 4,100,000$ Family 32 units @ 33% AMI 2004On the Santa Clara Metrorail Station Miami, FL 33142 County HOME Loan 1,750,000$ 31 units @ 50% AMI

Miami-Dade County County SURTAX Loan 250,000$ 145 units @ 60% AMI01-0100-000-0022 City HOME Loan 750,000$


COUNTRY MANOR 315 State Road 62 120 Neighborhood Lending Partners 979,259$ Farmworker 18 units @ 30% AMI 2004Bowling Green, FL 33834 FHFC State Apartment Incentive Loan 1,533,862$ 102 units @ 60% AMI

Hardee County County Grant 10,000$ 9% Housing Credits, Related Capital Company 7,550,000$

WILLOW CREEK II 6551 Willow Creek Circle 104 Charter/MAC (Lee County MFRB) 4,130,000$ Elderly 9 units @ 30% AMI 2003North Port, FL 34287 FHFC State Apartment Incentive Loan 800,000$ 104 units @ 60% AMI

Sarasota County County SHIP/CDFI Loan 600,000$ 4% Housing Credits, Related Capital Company 1,970,000$

HERON POND 1230 Village Lakes Blvd 156 Regions Bank (Lee County MFRB) 6,500,000$ Elderly 7 units @ 35% AMI 2003Lehigh Acres, FL 33916 FHFC State Apartment Incentive Loan 1,500,000$ 149 units @ 60% AMI

Lee County 4% Housing Credits, Guilford Capital 2,848,000$

ALLAPATTAH GARDENS 3400 NW 11th Place 128 Charter/MAC (Dade County MFRB) 6,400,000$ Family 6 units @ 35% AMI 2004On the Allapattah Metrorail Station Miami, FL 33127 FHFC State Apartment Incentive Loan 1,500,000$ 122 units @ 60% AMIJoint venture with New Century Miami-Dade County City of Miami HOME Loan 400,000$ Development Corp., a non-profit County HODAG & SURTAX Loan 1,250,000$


MERIDIAN WEST 6725 Shrimp Road 102 Neighborhood Lending Partners 3,800,000$ Family 16 units @ 30% AMI 2004Florida Keys (Lower Keys) Key West, FL 33040 FHFC State Apartment Incentive Loan 2,000,000$ 86 units @ 60% AMI

Monroe County County CDFI Loan 500,000$ Monroe County Land Authority 1,500,000$

County SHIP Loan 75,000$ 9% Housing Credits, Related Capital Company 8,210,000$

SONRISE VILLAS New York Avenue 160 Neighborhood Lending Partners, Inc. 3,500,000$ Farmworker 20 units @ 40% AMI 2004Joint ventures with Hope Properties, Fellesmere, FL 32948 FHFC State Apartment Incentive Loan 1,500,000$ 140 units @ 50% AMIa non-profit Indian River County Federal Home Loan Bank of Atlanta AHP Loan 500,000$

9% Housing Credits, Alliant Asset Management 8,799,187$

TUSCANY LAKES 60th Ave & Mendoza Rd 348 Bank fo America LOC (FHFC MFRB) 16,700,000$ Family 348 units @ 60% AMI 2005Ellenton, FL 34222 Bank of America 1,500,000$

Manatee County 4% Housing Credits, Related Capital Company 6,819,000$

GOLF VIEW GARDENS 7300 NW 30th Place 160 Regions Bank (Broward County MFRB) 8,850,000$ Elderly 10 units @ 35% AMI 2005Sunrise, FL 33322 FHFC State Apartment Incentive Loan 2,000,000$ 150 units @ 60% AMI

Broward County County HOME Loan 194,043$ County SHIP Loan 500,000$

4% Housing Credits, Guilford Capital 3,444,000$

VILLAS AT LAKE SMART 4225 Vista de Lago Dr. 220 HUD Risk Sharing Program / Wachovia [LC] (MFRB) 8,975,000$ Family 11 units @ 50% AMI 2003Joint Venture with Florence Villa CDC, Winter Haven, FL 33881 SHIP/CDFI Loan 649,500$ 209 units @ 60% AMIa non-profit Polk County Polk County Hurricane Housing Rental Program Loan 129,887$

City Grant 150,000$ 4% Housing Credits, Alliant Asset Management 4,136,355$

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LAKE MIRROR TOWER 128 So Massachusetts Ave 76 Bank of America 4,000,000$ Market Rate Market Rate 2005(Historic Rehabilitation) Lakeland, FL 33801 City of Lakeland 4,850,000$

Polk County Historic Tax Credits, Guilford Capital 1,876,056$

SANTA CLARA II 1250 NW 21st Street 204 Neighborhood Lending Partner of So. FL, Inc. 6,500,000$ Family 27 units @ 30% AMI 2005On the Santa Clara Metrorail Station Miami, FL 33142 County SURTAX Loan 3,160,000$ Youths Aging 177 units @ 60% AMI

Miami-Dade County 9% Housing Credits, Related Capital Company 19,115,000$ Out of Foster Care

JACARANDA TRAIL II Hargrave Street 50 Neighborhood Lending Partners of West Florida, Inc. 725,000$ Family 5 units @ 30% AMI 2007Arcadia, FL 34266 DeSoto County Hurricane Housing Rental Program Loan 225,000$ 45 units @ 60% AMI

DeSoto County Desoto County Grant 20,000$ 9% Housing Credits, Related Capital Company 4,099,000$

CHRISTINE COVE 3730 Soutel Drive 96 California Bank & Trust (Duval County MFRB) 6,000,000$ Elderly 96 units @ 60% AMI 2007Joint Venture with Urban Core Jacksonville, FL 32208 FHFC State Apartment Incentive Loan 4,000,000$ Enterprises, non-profit Duval County Duval County Loan 1,000,000$

Jacksonville Electric Authority Loan 130,867$ 4% Housing Credits, AIG/Sunamerica 3,693,000$

COUNTRY WALK 250 Maxwell Drive 64 Bank of America (FHFC MFRB) 5,200,000$ Family 16 units @ 45% AMI 2007Wauchula, FL 33873 FHFC Rental Recovery Loan Program 5,800,000$ 48 units @ 60% AMI

Hardee County 4% Housing Credits, Richman Group 3,974,000$

BELL RIDGE II Pace Lane & Skipper Lane 48 Bank of America (FHFC MFRB) 4,750,000$ Family 12 units @ 35% AMI 2007Pace, FL 32571 FHFC Rental Recovery Loan Program 4,100,000$ 36 units @ 60% AMI

Santa Rosa County FHFC Supplemental Loan 600,000$ Santa Rosa Hurricane Housing Rental Program Loan 300,000$


MAGNOLIA CROSSING Thornton & Albany Street 56 Bank of America (FHFC MFRB) 5,750,000$ Family 14 units @ 35% AMI 2007Pace, FL 32571 FHFC Rental Recovery Loan Program 5,700,000$ 42 units @ 60% AMI

Santa Rosa County Santa Rosa Hurricane Housing Rental Program Loan 300,000$ 4% Housing Credits, Richman Group 3,118,000$

SONRISE VILLAS II No. Willow St. & Sonrise Pl 80 Neighborhood Lending Partners of West Florida, Inc 5,496,639$ Farmworker 80 units @ 60% AMI 2007Fellsmere, FL 32948 9% Housing Credits, Alliant Asset Management 8,575,285$ Indian River County

CRESTVIEW PARK 2903 Lake Trafford Road 208 PNC Bank 13,000,000$ Family 117 units @ 50% AMI 2007Immokalee, FL 34142 9% Housing Credits, PNC 12,413,759$ 91 units @ 60%

Collier County

ARBOR CREST On Cleveland St & King St. 120 Neighborhood Lending Partners of West Florida, Inc. 8,600,000$ Family 12 units @ 30% AMI 2006Quincy, FL 32351 9% Housing Credits, Richman Group 6,674,000$ 108 units @ 60%Gadsden County

VALENCIA GARDEN 635 South 5th Avenue 104 Neighborhood Lending Partners of West Florida, Inc. 2,775,000$ Family 8 units@ 30% AMI 2007Wauchula, FL CDFI Loan 260,000$ 96 units @ 50% AMIHardee County 9% Housing Credits, Richman Group 9,847,000$

ROYALTON 131 SE 1st Street 100 Wachovia 4,750,000$ Formerly 16 units @ 30% AMI 2008(Historic Rehabilitation) Miami, FL 33130 FHFC State Apartment Incentive Loan 3,000,000$ Homeless 84 units @ 60% AMIJoint Venture with Carrfour Supportive Miami-Dade County County SURTAX Loan 2,250,000$ 80 Units-HomelessHousing, non-profit HOME County/City 2,330,000$


HUD Shelter Plus Care 2,000,000$ HUD Homeless Housing Assistance Grant 750,000$

9% Housing Credits, Wachovia 9,674,413$

ALABASTER GARDENS 929 Massachussettes Ave. 147 California Bank & Trust (FHFC MFRB) 9,000,000$ Elderly 147 units @ 60% AMI 2007Joint Venture with Circle,Inc., Pensacola, FL 32505 FHFC State Apartment Incentive Loan 4,000,000$ a non-profit Escambia County Escambia County Hurricane Housing Rental Loan 2,000,000$

4% Housing Credits, AIG/Sunamerica 5,089,590$

BELL RIDGE 4933 Bell Ridge Lane 122 Bank of America 5,600,000$ Family 122 units @ 60% AMI 2007Pace, FL 32571 Santa Rosa Hurricane Housing Rental Program Loan 1,400,000$

Santa Rosa County 9% Housing Credits, Richman Group 9,281,000$

ST. LUKE'S LIFE CENTER 909 Quincy Street 150 Neighborhood Lending Partners of West Florida, Inc 3,500,000$ Elderly 27 units @ 30% AMI 2007Joint venture with St. Luke's Lakeland, FL 33815 Polk County Hurricane Housing Rental Program 1,502,763$ 123 units @ 60% AMIMinistries, Inc., non-profit Polk County 9% Housing Credits, Richman Group 14,807,000$

AMBER GARDEN 1320 NW 24th Street 110 Neighborhood Lending Partners of SO Florida, Inc. 4,150,000$ Elderly 15 units @ 30% AMI 2008Miami, FL 33142 County SURTAX Loan 3,825,000$ 95 units @ 60% AMI

Miami-Dade County City HOME Loan 675,015$ 9% Housing Credits, Wachovia 17,283,365$

TALLMAN PINES 700 NE 41st Street 176 Bank of America 6,400,000$ Family 27 units @ 30% AMI 2009Joint venture with Broward County Deerfield Beach, FL 33064 County HOME Loan 1,000,000$ 149 units @ 60% AMIHousing Authority Broward County 9% Annual Credits, Richman Group 26,051,895$

VILLA PATRICIA I 234-42 NE 79th Street 125 Neighborhood Lending Partners of So. Florida, Inc. 10,000,000$ Elderly 23 units @ 30% AMI 2008Miami, FL 33138 County SURTAX Loan 5,380,000$ 102 units @ 60% AMI

Miami-Dade County City HOME Loan 674,000$ 9% Housing Credits, Richman Group 18,225,000$

TALLMAN PINES II NE 41st Street & NE 8th Ave 24 Bank of America (FHFC MFRB) 3,654,876$ Family 4 units @ 30% 2008Joint venture with Broward County Deerfield Beach, FL 33064 FHFC Rental Recovery Loan Program 3,394,876$ 20 units @ 60%Housing Authority Broward County FHFC Supplemental Loan 260,000$


CRESTVIEW PARK II 2903 Lake Trafford Road 96 PNC Bank 4,090,000$ Family 96 units @ 60% 2008Immokalee, FL 34142 9% Housing Credits, PNC 12,901,460$

Collier County

DIXIE COURT 950 NW 4th Street 122 PNC Bank 2,650,000$ Family 25 units @ 30% 2008Joint venture with City of Ft. Lauderdale Fort Lauderdale, FL 33311 Florida Housing Go Zone SAIL Loan 1,025,000$ 97 units @ 60%Housing Authority Broward County Housing Authority of City of Ft. Lauderdale Loan 965,000$

Housing Authority of City of Ft. Lauderdale Grant 250,000$ 9% Housing Credits, PNC 12,009,000$

VILLA PATRICIA II 7831 NE 2nd Avenue 125 Neighborhood Lending Partners of So. Florida, Inc. 7,100,000$ Elderly 19 units @ 33% 2009Miami, FL 33138 County SURTAX Loan 3,825,000$ 106 units @ 60%


VILLA PATRICIA III 7831 NE 2nd Avenue 89 Neighborhood Lending Partners of So. Florida, Inc. 8,710,000$ Family 14 units @ 33% 2009Miami, FL 33138 FHFC Rental Recovery Loan Program 3,980,301$ 75 units @ 60%


POINCIANA GROVE 5601 NW 2nd Avenue 80 Bank of America 6,800,000$ Elderly 12 units @ 33% 2009


Miami, FL 33127 County SURTAX Loan 3,200,000$ 68 units @ 60%Miami-Dade County 9% Housing Credits, Richman Group 18,821,000$

MORRIS COURT II 1351 North K Street, 74 PNC Bank 1,100,000$ Family 12 units @ 35% 2008Joint venture with Area Housing Pensacola, FL 32501 Escambia County Hurricane Housing Rental Program 1,240,000$ 62 units @ 60%Commission (Housing Authority) Escambia County 9% Housing Credits, PNC 10,009,000$

VILLAGE ALLAPATTAH II 2370 NW 17th Avenue 90 Bank of America 6,500,000$ Elderly 14 units @ 33% 2009Mixed Use Development Miami, FL 33142 FHFC Rental Recovery Loan Program 2,733,048$ 76 units @ 100%

Miami-Dade County FHFC Supplemental Loan 910,000$ 9% Annual Credits, Richman 22,595,000$

VILLAGE ALLAPATTAH I 2370 NW 17th Avenue 110 Bank of America 8,000,000$ Family 17 units @ 33% 2009+YMCA of Greater Miami Facility Miami, FL 33142 County SURTAX Loan 4,886,541$ 93 units @ 60%Mixed Use Development Miami-Dade County 9% Housing Credits, Richman Group 22,558,000$

MORRIS COURT III 1351 North K Street, 50 PNC Bank (FHFC MFRB) 4,500,000$ Elderly 8 units @ 35% 2008Joint venture with Area Housing Pensacola, FL 32501 FHFC Rental Recovery Loan Program 4,286,269$ 42 units @ 60%Commission (Housing Authority) Escambia County Escambia County 1,000,000$

4% Housing Credits, PNC 2,727,727$

DIXIE COURT II 950 NW 4th Street 32 PNC Bank (FHFC MFRB) 4,750,000$ Family 8 units @ 30% 2008Joint venture with City of Ft. Lauderdale Fort Lauderdale, FL 33311 FHFC Rental Recovery Loan Program 5,346,305$ 24 units @ 60%Housing Authority Broward County 4% Housing Credits, PNC 2,237,446$

HERON POND II 1230 Village Lakes Blvd 100 PNC Bank 2,100,000$ Elderly 15 units @ 35% 2009Lehigh Acres, FL 33916 9% Housing Credits, PNC 11,487,000$ 85 units @ 60%

Lee County

SILURIAN POND 2800 Hollywood Avenue 72 PNC Bank (FHFC MFRB) 7,000,000$ Family 12 units @ 30% 2009Joint Venture with Circle,Inc., Pensacola, FL 32505 FHFC Rental Recovery Loan Program 8,490,000$ 6 units @ 35%a non-profit Escambia County Escambia County Hurricane Housing Rental Program 1,147,870$ 54 units @ 60%

4% Housing Credits, PNC 3,044,496$

DIXIE COURT III 325 W Dixie Ct., 926 S Dixie Ct., 100 Bank of America 3,600,000$ Family 20 units @ 30% 2009Joint venture with City of Ft. Lauderdale & 301 NW 9th Ave Housing Authority Loan 250,000$ 80 units @ 60%Housing Authority Ft. Lauderdale, FL 33311 Broward AHP Loan 125,000$

Broward County FHFC Supplemental Loan 850,000$ 9% Housing Credits, PNC 11,807,635$

SEA GRAPE 1001 and 1003 70th Street Ocean 56 Neighborhood Lending Partners of So. Florida, Inc. 2,400,000$ Family 12 units @ 30% 2009Florida Keys (Middle Keys) Marathon, FL 33050 Florida Housing SAIL Loan 1,854,549$ 44 units @ 60%

Monroe County 9% Housing Credits, Wachovia Bank 12,196,280$

SEA GRAPE II 1001 and 1003 70th Street Ocean 28 Neighborhood Lending Partners of So. Florida, Inc. 320,022$ Family 6 units @ 30% 2009Florida Keys (Middle Keys) Marathon, FL 33050 Florida Housing SAIL Loan 991,033$ 5 units @ 45%

Monroe County FHFC Supplemental Loan 255,000$ 17 units @ 60%9% Housing Credits, Wachovia Bank 5,914,409$

VILLAGE CARVER I 401 NW 71st Street 112 Bank of America Construction Loan 7,000,000$ Family 17 units @ 33% 2010Miami, FL 33150 County SURTAX Loan 4,350,000$ 95 units @ 60%


PALAFOX LANDING 7220 North Palafox Street 96 Carlisle Construction Loan 1,249,853$ Family 15 units @ 35% 2011Joint venture with Community Enterprise Pensacola, FL 32503 County HOME Loan 640,000$ 81 units@ 60%


Investment Inc., a non-profit. Escambia County Escambia County Hurricane Housing Rental Program 1,000,000$ ARRA TCAP Loan 2,880,000$


TOTAL UNITS BUILT 6772 TOTAL CAPITAL RAISED 972,439,431$

UNDER CONSTRUCTION

LABRE PLACE 350 NW 4th Street 90 FHFC State Apartment Incentive Loan 4,000,000$ Formerly 50 units @ 33% 2011Under construction Miami, FL 33128 City HOME Loan 837,053$ Homeless 40 units @ 60%

Miam-Dade County ARRA Exchange Credits (TCEP Loan) 19,188,358$

CHARLOTTE CROSSING Sandhill Blvd. & Rio De Janeiro Ave 82 ARRA TCAP Loan 3,025,443$ Elderly 10 units @ 40% 2011Under construction/ Lease-Up Punta Gorda Isles, FL 33983 Charlotte County Hurricane Housing Rental Program 2,145,226$ 72 units @ 60%

Charlotte County 9% Housing Credits, Richman Group 6,884,312$

VILLAGE CARVER II 401 NW 71st Street 100 County SURTAX Loan 3,386,935$ Elderly 20 units @ 33% 2011Under construction Miami, FL 33150 FHFC Supplemental Loan 765,000$ 80 units @ 60%


EVERETT STEWART SR. VILLAGE On NW 29 Ave. & NW 53 St. 96 Citibank Community Capital 1,380,000$ Family 20 units @ 33% 2011On the Brownsville Metrorail Station Miami, FL 33142 County SURTAX Loan 1,791,000$ 76 units @ 60%Under construction/Lease-up Miami-Dade County FHFC Supplemental Loan 765,000$


BROWNSVILLE TRANSIT VILLAGE II On NW 29 Ave. & NW 52 St. 100 Citibank Community Capital 1,380,000$ Elderly 10 units @ 33% 2011On the Brownsville Metrorail Station Miami, FL 33142 County SURTAX Loan 2,499,900$ 90 units @ 60%Under construction/Lease-up Miami-Dade County ARRA Exchange Credits (TCEP Loan) 21,768,500$

THE BEACON (fka Metro) 1000 NW 1st AVENUE 90 First Housing Development Corporation 2,384,493$ Family 9 units @ 33% 2011Under construction/Lease-up Miami, FL 33136 County SURTAX Loan 2,249,910$ 81 units @ 60%


NORTHWEST GARDENS I NW 10 Ave. & NW 7 & & 8 Streets 143 First Housing Development Corporation 3,700,000$ Elderly 29 units @ 28% 2011Acquisition/Rehabilitation Fort Lauderdale, FL 33311 Broward AHP Loan 500,000$ 114 units @ 60%Joint venture with City of Ft. Lauderdale Broward County ARRA Exchange Credits (TCEP Loan) 18,232,500$ Housing AuthorityUnder construction/Lease-Up

BROWNSVILLE TRANSIT VILLAGE III On NW 53rd St., +/- 320 ft. east 103 Citibank Community Capital 1,000,000$ Elderly 21 units @ 33% 2012On the Brownsville Metrorail Station of NW 29th Ave. & NW 53rd St. County SURTAX Loan 300,000$ 82 units @ 60%Under construction Miami, FL 33142 ARRA Exchange Credits (TCEP Loan) 5,000,000$


BROWNSVILLE TRANSIT VILLAGE IV +/- 320 ft east of the intersection 102 Citibank Community Capital 1,100,000$ Family 21 units @ 33% 2012On the Brownsville Metrorail Station of NW 52nd St. & NW 29th Ave. County SURTAX Loan 300,000$ 81 units @ 60%Under construction Miami, FL 33142 ARRA Exchange Credits (TCEP Loan) 5,000,000$


WAHNETA PALMS 116 2nd Wahneta Street E 64 ARRA Exchange Credits (TCEP Loan) 3,200,000$ Family 7 units @ 40% 2011Under construction/Lease-up Winter Haven, FL 9% Housing Credits, Raymond James 7,188,481$ 57 units @ 60%


Polk County

DR. KENNEDY HOMES 1004 West Broward Boulevard 132 Bank of America 5,760,000$ Family 27 units @ 28% 2012Joint venture with City of Ft. Lauderdale Fort Lauderdale, FL ARRA Exchange Credits (TCEP Loan) 5,000,000$ 105 units @ 60%Housing Authority Broward County FHFC ELI TCEP (Exchange) Loan 1,190,000$

County HOME Loan 285,000$ 9% Housing Credits, Richman Group 16,773,938$

EHLINGER APARTMENTS 7481 NW 33rd Street 155 Citibank Community Capital 6,525,000$ Family 31 units @ 28% 2012Joint venture with Broward County Davie, FL County HOME Loan 285,000$ 124 units @ 60%Housing Authority Broward County Town of Davie SHIP Loan 110,000$ Under construction ARRA Exchange Credits (TCEP Loan) 5,000,000$

FHFC ELI TCEP (Exchange) Loan 1,275,000$ 9% Housing Credits, Richman Group 19,700,830$

NORTHWEST GARDENS III NW 9th Street & NW 14 Ave 150 Gibralter Private Bank & Trust 8,775,000$ Family 30 units @ 28% 2012Joint venture with City of Ft. Lauderdale Fort Lauderdale, FL 33311 County HOME Loan 285,000$ 120 units @ 60%Housing Authority Broward County ARRA Exchange Credits (TCEP Loan) 5,000,000$ Under construction FHFC ELI TCEP (Exchange) Loan 1,275,000$

9% Housing Credits, Raymond James 16,963,304$

LOUIS E. BROWN I SR-69 Estate Paradise, Prince Quarter 102 HUD Replacement Factor Grant 5,238,782$ Family 77 units @ 33% 2011Joint Venture with Virgin Islands St. Croix, US Virgin Islands Public Housing Development Grant 5,814,872$ 25 units @ 60%Housing Authority HUD Capital Fund Grant 3,094,110$ Under construction/Lease-Up 9% Housing Credits, Raymond James 20,097,990$

TOTAL UNITS UNDER CONSTRUCTION 1509 TOTAL CONSTRUCTION SOURCES 355,551,495$

TOTAL UNITS FUNDED 6772 TOTAL CAPITAL RAISED 972,439,431.00$

CARLISLE - BROWARD PORTFOLIO Project Address # of Units Type & Source of Finance & Subsidy Capital Raised Market Set-Asides AMI% Year Built

1 PROSPECT PARK 5500 NW 31st Avenue 125 Reilly Mortgage Group (Broward County MFRB) 6,000,000$ Family 123 units @ 60% AMI 1999Ft. Lauderdale, FL 33309 County HOME Loan 700,000$ 2 units @ 50% AMI

Broward County 4% Housing Credits, John Hancock 3,456,836$

2 SUMMERLAKE 5941 Summerlake Drive 108 Charter/MAC (Broward County MFRB) 5,600,000$ Family 17 units @ 25% AMI 2001Davie, FL 33314 County SHIP Loan 450,000$ 91 units @ 60%Broward County FHFC State Apartment Incentive Loan 1,100,000$


3 GOLF VIEW GARDENS 7300 NW 30th Place 160 Regions Bank (Broward County MFRB) 8,850,000$ Elderly 10 units @ 35% AMI 2005Sunrise, FL 33322 FHFC State Apartment Incentive Loan 2,000,000$ 150 units @ 60% AMI

Broward County County HOME Loan 194,043$ County SHIP Loan 500,000$

4% Housing Credits, Guilford Capital 3,444,000$

4 TALLMAN PINES 700 NE 41st Street 176 Bank of America 6,400,000$ Family 27 units @ 30% AMI 2009Joint venture with Broward County Deerfield Beach, FL 33064 County HOME Loan 1,000,000$ 149 units @ 60% AMIHousing Authority Broward County 9% Annual Credits, Richman Group 26,051,895$

5 TALLMAN PINES II NE 41st Street & NE 8th Ave 24 Bank of America (FHFC MFRB) 3,654,876$ Family 4 units @ 30% 2008Joint venture with Broward County Deerfield Beach, FL 33064 FHFC Rental Recovery Loan Program 3,394,876$ 20 units @ 60%Housing Authority Broward County FHFC Supplemental Loan 260,000$


6 DIXIE COURT 950 NW 4th Street 122 PNC Bank 2,650,000$ Family 25 units @ 30% 2008Joint venture with City of Ft. Lauderdale Fort Lauderdale, FL 33311 Florida Housing Go Zone SAIL Loan 1,025,000$ 97 units @ 60%Housing Authority Broward County Housing Authority of City of Ft. Lauderdale Loan 965,000$

H i A th it f Cit f Ft L d d l G t 250 000$Housing Authority of City of Ft. Lauderdale Grant 250,000$ 9% Housing Credits, PNC Bank 12,009,000$

7 DIXIE COURT II 950 NW 4th Street 32 PNC Bank (FHFC MFRB) 4,750,000$ Family 8 units @ 30% 2008Joint venture with City of Ft. Lauderdale Fort Lauderdale, FL 33311 FHFC Rental Recovery Loan Program 5,346,305$ 24 units @ 60%Housing Authority Broward County 4% Housing Credits, PNC Bank 2,237,446$

8 DIXIE COURT III 325 W Dixie Ct., 926 S Dixie Ct., 100 Bank of America 3,600,000$ Elderly 20 units @ 30% 2009Joint venture with City of Ft. Lauderdale & 301 NW 9th Ave Broward HOME Loan 250,000$ 80 units @ 60%Housing Authority Ft. Lauderdale, FL 33311 Broward AHP Loan 125,000$

Broward County FHFC Supplemental Loan 850,000$ 9% Housing Credits, PNC Bank 11,807,635$

TOTAL UNITS BUILT IN BROWARD COUNTY 847 TOTAL CAPITAL RAISED 123,633,912$

9 NORTHWEST GARDENS I NW 10 Ave. & NW 7 & & 8 Streets 143 First Housing Development Corporation 3,700,000$ Elderly 29 units @ 28% 2011Acquisition/Rehabilitation Fort Lauderdale, FL 33311 Broward AHP Loan 500,000$ 114 units @ 60%Joint venture with City of Ft. Lauderdale Broward County ARRA Exchange Credits (TCEP Loan) 18,232,500$ Housing AuthorityUnder construction

10 DR. KENNEDY HOMES 1004 West Broward Boulevard 132 Bank of America 5,760,000$ Family 28 units @ 28% 2012Joint venture with City of Ft. Lauderdale Fort Lauderdale, FL ARRA Exchange Credits (TCEP Loan) 5,000,000$ 118 units @ 60%Housing Authority Broward County FHFC ELI TCEP (Exchange) Loan 1,190,000$ Under construction County HOME Loan 285,000$

CARLISLE - BROWARD PORTFOLIO Project Address # of Units Type & Source of Finance & Subsidy Capital Raised Market Set-Asides AMI% Year Built


11 EHLINGER APARTMENTS 7481 NW 33rd Street 155 Citibank Community Capital 6,525,000$ Family 31 units @ 28% 2012Joint venture with Broward County Davie, FL County HOME Loan 285,000$ 139 units @ 60%Housing Authority Broward County Town of Davie SHIP Loan 110,000$ Under construction ARRA Exchange Credits (TCEP Loan) 5,000,000$

FHFC ELI TCEP (Exchange) Loan 1,275,000$ 9% Housing Credits, Richman Group 19,700,830$

12 NORTHWEST GARDENS III NW 9th Street & NW 14 Ave 150 Gibralter Private Bank & Trust 8,775,000$ Family 30 units @ 28% 2012Joint venture with City of Ft. Lauderdale Fort Lauderdale, FL 33311 County HOME Loan 285,000$ 135 units @ 60%Housing Authority Broward County ARRA Exchange Credits (TCEP Loan) 5,000,000$ Under construction FHFC ELI TCEP (Exchange) Loan 1,275,000$

County HOME Loan 285,000$ 9% Housing Credits, Raymond James 16,963,304$

TOTAL UNDER CONSTRUCTION IN BROWARD 580 116,920,572$

TOTAL UNITS FUNDED TO DATE IN BROWARD 1,427 TOTAL CAPITAL RAISED TO DATE 240,554,484$

45

EXHIBIT L

FIRST SOURCE HIRING AGREEMENT

SAWYER'S WALK FIRST SOURCE HIRING AGREEMENT (CONSTRUCTION)

THIS AGREEMENT is made this ____ day of July, 2011, by and between SOUTHEAST

OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency

and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") and

SAWYER'S WALK, LTD., a Florida limited partnership (the "Developer").

RECITALS

A. The CRA was formed for the purpose of removing slum and blight in the

Southeast Overtown/Park West Project area (the "CRA Redevelopment Area") and to promote

redevelopment and employment within the CRA Redevelopment Area.

B. The CRA is the owner of property located within the CRA Redevelopment Area

which is more particularly described in Exhibit "A1" and Exhibit "A2" attached hereto and made

a part hereof (the "Property").

C. Developer intends to develop the Property (the "Project") as more particularly

described in Section 3.1 of the Amended and Restated Southeast Overtown/Park West Lease and

Development Agreement (the "Lease Agreement").

D. Simultaneously with the execution of this Agreement, the CRA and the Developer

have entered into the Lease Agreement.

E. Developer has agreed to enter into this Agreement in order to induce the CRA to

enter into the Lease Agreement.

46

NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and

valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties

hereby agree as follows:

SECTION 1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following

meanings. All definitions include both the singular and plural form. Capitalized terms not

specifically defined herein are as defined in the Lease Agreement.

"Agency" shall mean the South Florida Work Force, a state and federally funded

501(c)(3) organization, or a similar community-based organization reasonably acceptable to the

CRA. In the event the Agency ceases to exist, upon request of CRA or the Developer, the

Developer shall select a similar entity capable of handling the responsibilities designated to the

Agency hereunder, reasonably acceptable to the CRA. The Developer may depend on the

Agency to determine economic status (low-income, unemployed, etc.), residency, and other vital

information of applicants or employees and may rely on all such determinations by the Agency

for all purposes hereunder.

"Agreement" shall mean this First Source Hiring Agreement in its entirety.

"City" shall mean the City of Miami, Florida.

"County" shall mean Miami-Dade County, Florida.

"Construction Contract" shall mean a contract with a total contract value of $250,000 or

more related to the construction of each Phase of the Project or part thereof. "Construction

Contract" shall not include lease agreements or contracts related to operations of ongoing

business at the Project.

47

"Construction Contractor" shall mean a prime contractor, a subcontractor, or any other

business entering into a Construction Contract for the respective Phase of the Project.

"Construction Phase" shall mean the period of time beginning with the commencement of

construction of the Phase and ending upon the issuance of a certificate of completion for that

Phase.

"Full Time Employee" shall mean an individual employed for a minimum of thirty-five

(35) hours per standard five-day work week, receiving all of the employee benefits offered by the

respective employer to other similarly employed individuals.

"Low to Moderate-Income Individual" shall mean (i) an individual whose household

income is no greater than 80% of the median income for the County based on the local Census

data, or (ii) an individual who is unemployed.

"Qualifying Individuals" are Low to Moderate-Income Individuals who are Residents.

The Developer may depend on the Agency to determine whether individuals are Qualifying

Individuals, as well as their employment, economic status, residency, and other vital information

of applicants, or employees and may rely on all such determinations by the Agency for all

purposes hereunder.

"Residents" shall mean residents of the CRA Redevelopment Area or the City.

"Site" or "on-site" shall mean within the boundaries of the Project.

SECTION 2. HIRING AND MINORITY EMPLOYMENT PROGRAM

2. 1 Community Outreach. This section is intended to develop reliable resources for

community outreach associated with exceeding a participation goal of thirty percent (30%) for

new job opportunities for Qualifying Individuals during the Construction Phase of each Phase of

the Project, including the prescreening of resumes and the operation of training programs that

48

will develop the necessary skills to facilitate the employment of Qualifying Individuals. This

section aims to accomplish these goals by (i) holding events, at least annually, that provide

adequate notice to Residents of job opportunities, and (ii) collaborating with community-based

organizations and other groups to ensure that appropriate training programs are developed and

offered to Residents to establish (a) a mechanism whereby Qualifying Individuals can receive

job training in the skills requested by employers for the Project, and (b) a system for prompt

reliable pre-screening and referral of applicants to employers as jobs become available.

2. 2 Construction Phase.

2.2. 1 During the Construction Phase of each Phase of the Project, the

Developer shall utilize the services of the Agency for community outreach in striving to meet or

exceed a goal of thirty percent (30%) for new job opportunities for Qualifying Individuals.

2.2. 2 For each Construction Contract, Developer shall use commercially

reasonable efforts to require the Construction Contractor and each of the subcontractors retained

by the Construction Contractor to provide employment opportunities generated by the Project to

Qualifying Individuals, including, but not limited to, those who are participants in the Agency's

training and employment programs, subject to (i) the Construction Contractor's or subcontractors'

obligations pursuant to applicable laws, rules, regulations, and orders; (ii) pursuant to any

collective bargaining or other employment or labor agreement; and (iii) the Construction

Contractor’s obligations to fill vacancies generated by the Project with (a) the Construction

Contractor’s employees from other jobs, and (b) persons laid off by the Construction Contractor

within the last two (2) years. It is understood that jobs may be offered on the basis of

qualifications. However, should qualifications be equal, Developer shall use commercially

reasonable efforts to cause the Construction Contractor to offer such employment opportunities

49

in the following order of priority, subject to the terms and conditions above: (a) to Residents of

the CRA Redevelopment Area; and (b) to Residents of the City.

2.2. 3 Developer shall use commercially reasonable efforts to cause each

Construction Contractor to collaborate with the Agency to ensure that appropriate skills training

programs are established with the objective of training Qualified Individuals for employment as

part of the on-site construction work force for the Project.

2.2. 4 For each Construction Contract, the Developer shall use

commercially reasonable efforts to cause the Construction Contractor to notify the Agency on a

monthly basis of (i) entry level and apprenticeship positions; (ii) union and non-union job

openings resulting from the Construction Contract requirements; and (iii) the number of

positions needed and the minimum qualifications required for each position.


commercially reasonable efforts to cause the Construction Contractor to utilize the Agency as the

"first source" in identifying candidates for entry-level, apprenticeship, and union and non-union

positions.


commercially reasonable efforts to cause the Construction Contractor to give preference and first

consideration on the basis of qualifications; however, should qualifications be equal among

candidates, the Developer shall use commercially reasonable efforts to cause the Construction

Contractor, to the extent permitted by law and any existent labor agreements, and except as

otherwise provided for in Section 1 hereof, to offer such employment opportunities in the

following order of priority (a) to Residents of the CRA Redevelopment Area; and (b) to

Residents of the City to fill entry level, apprenticeship, union and non-union positions.

50


commercially reasonable efforts to (i) cause the Construction Contractor to advertise or cause to

be advertised through: (a) the Agency; (b) local media; and (c) the City community television

channel; and (ii) hold job fairs in the CRA Redevelopment Area seeking to attract Qualifying

Individuals for training and employment at the Project;

2.2. 8 For each Construction Contract, the Developer further agrees to

use commercially reasonable efforts to cause the Construction Contractor to use its commercially

reasonable efforts to ensure that thirty percent (30%) or more of those individuals offered

employment are Qualifying Individuals. As long as these persons remain employed, their

positions will continue to be counted toward the thresholds of Developer's performance

regardless of any change in their status as a Qualifying Individual. Annual thresholds shall be

pro-rated monthly as required. In the event that the Agency is unable to identify Qualified

Individuals for the unfilled positions needed by the Construction Contractor, any qualified

person, irrespective of their status as Qualifying Individuals may be hired for the

unfilled/targeted position.

2.2. 9 The CRA acknowledges that all employees of the Project will be

required to have the necessary employment skills, and meet the insurance policy requirements of

the Project, including, but without limitation, requirements for a drug-free workplace. In

addition, the CRA acknowledges that various employment opportunities may require union

membership, and may require security clearances consistent with the Project’s security policies

and procedures. For purposes of this Agreement, to the extent the Agency provides the above

services, the Developer may rely on the information provided by the Agency for verification

purposes.

51

2.2. 10 To the extent the procedures set forth in this section are in conflict

with applicable federal, state and local laws, as they pertain to the Developer or Construction

Contractors' procedures, the Developer or Construction Contractors may substitute other

procedures that are reasonably acceptable to the CRA, in order to accomplish the purpose and

intent of this Agreement.

SECTION 3. REPORTING

3. 1. Semi-Annual Reports Analysis: Developer shall use commercially reasonable

efforts to cause the Construction Contractors to prepare, or cause to be prepared, detailed semi-

annual reports on the implementation of all sections of this Agreement during the Construction

Phase of each Phase of the Project. The Construction Contractor shall coordinate with the

Developer in the creation of the semi-annual reports, and, the Developer will submit the

completed report to the CRA. The CRA shall not unreasonably reject the semi-annual reports

provided by the Construction Contractor and Developer. These reports should include, but not

be limited, to the following:

• total number of positions hired to-date;

• total number of positions held by Qualifying Individuals residing in the CRA

Redevelopment Area and the City, respectively;

• total new hires this reporting period;

• total new hires from prior reporting period;

• total new hires to-date;

• total number of individuals referred from each respective recruiting source; and

• total number of individuals hired from each respective recruiting source.

52

These reports shall be provided to the CRA, consistent with any security provisions of the

Project. If the report indicates that the percentage threshold requirement is not being met, the

Developer shall use commercially reasonable efforts to cause each Construction Contractor to

include as part of the report a discussion of the reasons the threshold requirements were not met.

Further, in the event the Agency prepared the report or the initial data on Qualifying Individuals,

on behalf of the Developer, the Developer shall be entitled to rely on information provided by

the Agency.

SECTION 4. IMPLEMENTATION OF FIRST SOURCE HIRING PROGRAM

For each Construction Contract, the Developer shall use commercially reasonable efforts

to cause this Agreement, or any amended version thereof, to be included as a material term of

such Construction Contract.

SECTION 5. NOTICES

Notices required or permitted to be given pursuant to the terms of this Agreement will be

(i) delivered in person; (ii) sent by facsimile transmission (provided the original notice is

delivered in person or by mail or delivery service as set forth herein); or (iii) sent by certified

mail, (with return receipt requested and postage prepaid), by recognized contract carrier

providing signed receipt for delivery, notice will be deemed delivered upon receipt or refusal of

delivery. Notices will be delivered at the following addresses, subject to the right of any party to

change the address at which it is to receive notice by written notice to the other party:

If to the Developer: Sawyer's Walk, Ltd. 201 N.W. 7th Street Suite 401 Miami, Florida 33136 Attention: Ted Weitzel Fax: _________________

53

With copy to: Patricia K. Green, Esq. Stearns Weaver Miller Weissler Alhadeff & Aitterson, P.A.

150 West Flagler Street Suite 2200 Miami, FL 33131 and to: William H. Walker, Esq.

White & Case LLP 200 South Biscayne Boulevard Suite 4900 Miami, FL 33131 If to the CRA: Southeast Overtown/Park West

Community Redevelopment Agency Attention: Executive Director

49 NW 5th Street Suite 100

Miami, Florida 33128 Fax: ________________

SECTION 6. GENERAL PROVISIONS

6. 1 Severability Clause: If any term, provision, covenant, or condition of this

Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the

remainder of the provisions shall continue in full force and effect.

6. 2 Binding on Successors: This Agreement shall be binding upon and inure to the

benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the

parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to

apply to any successor in interest, heir, administrator, executor, or assign of such party.

6. 3 Intended Beneficiaries: The CRA is an intended third-party beneficiary of

contracts and other agreements, which incorporate this Agreement, with regard to the terms of

this Agreement. The CRA shall therefore have the right to enforce the provisions of this

Agreement against each Construction Contractor.

54

6. 4 Term: This Agreement shall become effective on the date of mutual execution of

this Agreement. This Agreement shall automatically expire, and the Developer shall have no

further obligations hereunder, upon substantial completion of all Phases of the Project.

6. 5 Waiver: The waiver of any provision or term of this Agreement shall not be

deemed as a waiver of any other provision or term of this Agreement. The mere passage of time,

or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this

Agreement.

6. 6 Estoppel: The parties hereto agree to provide each other, within 15 days of

request, an estoppel letter acknowledging that the other party is not in default of this Agreement.

6. 7 Construction: The parties hereto have been represented by counsel in the

negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly

construed against any party, and the rule of construction that any ambiguities be resolved against

the drafting party shall not apply to this Agreement.

6. 8 No Termination of Existing Employees: Neither the Developer, nor any

Construction Contractor, shall be obligated to terminate any existing employees to comply with

the terms and provisions of this Agreement. Should either the Developer or Construction

Contractor be unable to meet the thresholds or objectives of this Agreement, due to low

employment position vacancy, the threshold will be based upon the job openings that are

available.

6. 9 Entire Agreement: This Agreement and the Lease Agreement contain the entire

agreement between the parties with respect to construction of the Project and supersedes any

prior agreements, whether written or oral.

55

6. 10 Amendments: This Agreement may not be altered, amended or modified, except

by an instrument in writing signed by the Developer and the CRA.

6. 11 Authority of Signatories: The individuals executing this Agreement represent

and warrant that they have the authority to sign on behalf of the respective parties.

6. 12 Waiver of Jury Trial: The parties hereby knowingly, irrevocably, voluntarily

and intentionally waive any right either may have to a trial by jury with respect to: (i) any action,

proceeding or counterclaim based on this Agreement; (ii) any action arising out of, under or in

connection with (a) this Agreement or (b) any amendment or modification of this Agreement; or

(iii) any course of conduct, course of dealing, statements (whether verbal or written) or actions of

any party hereto. This waiver of jury trial provision is a material inducement of the CRA and

Developer entering into the subject transaction.

[SIGNATURE PAGE TO FOLLOW]

56

IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the

day and year first above written:

Witnessed:

Print Name:

Print Name:

DEVELOPER:

SAWYER'S WALK, LTD., a Florida limited partnership

BY: SKYTOWN, LLC, a Florida limited liability company, its general partner

By: Name: Matthew S. Greer Title: Manager

CRA: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: ______________________________

Name: Pieter Bockweg Title: Executive Director

ATTEST:

_____________________, Clerk of the Board

APPROVED AS TO FORM AND CORRECTNESS:

______________________________________ WILLIAM R. BLOOM CRA SPECIAL COUNSEL

57

Exhibit "A1"

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

Exhibit "A2"

Poinciana Village Phase II Legal Description

#10450767_v1

59

SAWYER'S WALK FIRST SOURCE HIRING AGREEMENT (OPERATIONS)

THIS AGREEMENT is made this ____ day of July, 2011, by and between SOUTHEAST

OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency

and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") and

SAWYER'S WALK, LTD., a Florida limited partnership (the "Developer").

RECITALS

F. The CRA was formed for the purpose of removing slum and blight in the

Southeast Overtown/Park West Project area (the "CRA Redevelopment Area") and to promote

redevelopment and employment within the CRA Redevelopment Area.

G. The CRA is the owner of property located within the CRA Redevelopment Area

which is more particularly described in Exhibit "A1" and Exhibit "A2" attached hereto and made

a part hereof (the "Property").

H. Developer intends to develop the Property (the "Project") as more particularly

described in Section 3.1 of the Amended and Restated Southeast Overtown/Park West Lease and

Development Agreement (the "Lease Agreement").

I. Simultaneously with the execution of this Agreement, the CRA and the Developer

have entered into the Lease Agreement.

J. Developer has agreed to enter into this Agreement in order to induce the CRA to

enter into the Lease Agreement.

NOW THEREFORE, in consideration of ten dollars ($10.00) and other good and

valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties

hereby agree as follows:

60

SECTION 1. DEFINITIONS

As used in this Agreement, the following capitalized terms shall have the following

meanings. All definitions include both the singular and plural form. Capitalized terms not

specifically defined herein are as defined in the Lease Agreement.

"Agency" shall mean the South Florida Work Force, a state and federally funded

501(c)(3) organization, or a similar community-based organization reasonably acceptable to the

CRA. In the event the Agency ceases to exist, upon request of CRA or the Developer, the

Developer shall select a similar entity capable of handling the responsibilities designated to the

Agency hereunder, reasonably acceptable to the CRA. The Developer may depend on the

Agency to determine economic status (low-income, unemployed, etc.), residency, and other vital

information of applicants or employees and may rely on all such determinations by the Agency

for all purposes hereunder.

"Agreement" shall mean this First Source Hiring Agreement in its entirety.

"City" shall mean the City of Miami, Florida.

"County" shall mean Miami-Dade County, Florida.

"Full Time Employee" shall mean an individual employed for a minimum of thirty-five

(35) hours per standard five-day work week.

"Low to Moderate-Income Individual" shall mean (i) an individual whose household

income is no greater than 80% of the median income for the County based on the local Census

data or (ii) an individual who is unemployed.

“Operations Phase” shall mean that time period between the Completion Date of each

Phase of the Project as defined in the Lease Agreement and the end of five (5) years after the

completion of such Phase.

61

"Qualifying Individuals" are Low to Moderate-Income Individuals who are Residents.

The Developer may depend on the Agency to determine whether individuals are Qualifying

Individuals, as well as their employment, economic status, residency, and other vital information

of applicants, or employees and may rely on all such determinations by the Agency for all

purposes hereunder.

"Residents" shall mean residents of the CRA Redevelopment Area or the City.

"Site" or "on-site" shall mean within the boundaries of the Project.

SECTION 2. HIRING AND MINORITY EMPLOYMENT PROGRAM

2. 1 Community Outreach. This section is intended to develop reliable

resources for community outreach associated with exceeding a participation goal of thirty

percent (30%) for new job opportunities for Qualifying Individuals during the Operations Phase

of each Phase of the Project, including the prescreening of resumes and the operation of training

programs that will develop the necessary skills to facilitate the employment of Qualifying

Individuals. This section aims to accomplish these goals by holding quarterly job training

workshops that (i) provide adequate notice to Residents of job opportunities, (ii) involve the

collaboration of employers within the Project, community-based organizations and other groups

to ensure that appropriate training programs are developed and offered to Residents, (iii)

establish a mechanism whereby Qualifying Individuals can receive job training in the skills

requested by employers within Project, and (iv) establish a system for prompt reliable pre-

screening and referral of applicants to employers as jobs become available (each, a "Job Training

Workshop", and collectively, the "Job Training Workshops").

2. 2 Operations Phase.

62

2.2. 1 During the Operations Phase of each Phase of the Project, the

Developer shall utilize the services of the Agency in striving to meet and/or exceed a goal of

thirty percent (30%) new job opportunities for Qualifying Individuals.

2.2. 2 During the Operations Phase of each Phase of the Project,

Developer shall organize and conduct no less than four (4) Job Training Workshops, each of

which shall be geared toward attracting and employing Qualifying Individuals who seek training

and employment at the Project. In organizing and conducting such Job Training Workshops,

Developer may work with or through such institutions or organizations such as Miami Dade

College or other educational or community based organizations.

2.2. 3 For each Job Training Workshop, Developer shall use

commercially reasonable efforts to require each employer within the Project to participate in

such Job Training Workshop and to collaborate with community-based organizations to ensure

that appropriate skills training programs are established with the objective of training Qualified

Individuals for employment at the Project.

2.2. 4 For each Job Training Workshop, the Developer shall use

commercially reasonable efforts to cause employers within the Project to identify any available

entry-level and apprenticeship positions, whether union or non-union job openings, including the

minimum qualifications required for each position.

2.2. 5 For each Job Training Workshop, the Developer shall advertise the

time and location of such Job Training Workshop, in local media and the City community

television channel. Developer shall begin such advertisement no less than two (2) weeks prior to

the scheduled date of such Job Training Workshop, and it shall run continuously until the date of

such Job Training Workshop.

63

SECTION 3. REPORTING

3. 1 Semi-Annual Reports Analysis: Developer shall use commercially reasonable

efforts to cause employers within the Project to prepare, or cause to be prepared, detailed semi-

annual reports on the implementation of all sections of this Agreement during the Operations

Phase of each Phase of the Project. These reports will be coordinated and reported by the Agency

or other qualifying entity, as submitted to and reasonably approved by the CRA. These reports

should include, but not be limited to, the following:

• total number of positions hired to-date;

• total number of positions held by Qualifying Individuals residing in the CRA

Redevelopment Area and the City, respectively;

• total new hires this reporting period;

• total new hires from prior reporting period;

• total new hires to-date;

• total number of individuals referred from each respective recruiting source; and

• total number of individuals hired from each respective recruiting source.

SECTION 4. IMPLEMENTATION OF FIRST SOURCE HIRING PROGRAM

4. 1 Inclusion of this Agreement in Lease Agreements:

For each lease, contract for sale or management agreement entered into by the Developer

at the Project, the Developer shall use commercially reasonable efforts to cause this Agreement,

or any amended version thereof, to be included as a material term of such document.

SECTION 5. NOTICES

Notices required or permitted to be given pursuant to the terms of this Agreement will be

delivered in person or by facsimile transmission (provided the original notice is delivered in

64

person or by mail or delivery service as set forth herein) or sent by certified mail, return receipt

requested, postage prepaid, by recognized contract carrier providing signed receipt for delivery,

and will be deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the

following addresses, subject to the right of any party to change the address at which it is to

receive notice by written notice to the other party:

If to the Developer: Sawyer's Walk, Ltd. 201 N.W. 7th Street Suite 401 Miami, Florida 33136 Attention: Ted Weitzel Fax: _________________

With copy to: Patricia K. Green, Esq.

Stearns Weaver Miller Weissler Alhadeff & Aitterson, P.A.

150 West Flagler Street Suite 2200 Miami, FL 33131 and to: William H. Walker, Esq.

White & Case LLP 200 South Biscayne Boulevard Suite 4900 Miami, FL 33131 If to the CRA: Southeast Overtown/Park West

Community Redevelopment Agency Attention: Executive Director

49 NW 5th Street Suite 100

Miami, Florida 33128 Fax: ________________

SECTION 6. GENERAL PROVISIONS

6. 1 Severability Clause: If any term, provision, covenant, or condition of this

Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the

remainder of the provisions shall continue in full force and effect.

65

6. 2 Binding on Successors: This Agreement shall be binding upon and inure to the

benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the

parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to

apply to any successor in interest, heir, administrator, executor, or assign of such party.

6. 3 Intended Beneficiaries: The CRA is an intended third-party beneficiary of

contracts and other agreements, which incorporate this Agreement, with regard to the terms of

this Agreement. The CRA shall therefore have the right to enforce the provisions of this

Agreement against all parties incorporating this Agreement into contracts or other agreements.

6. 4 Term: This Agreement shall become effective on the date of mutual execution of

this Agreement and terminate at the end of the Operations Phase of all Phases of the Project.

6. 5 Waiver: The waiver of any provision or term of this Agreement shall not be

deemed as a waiver of any other provision or term of this Agreement. The mere passage of time,

or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this

Agreement.

6. 6 Estoppel: The parties hereto agree to provide each other, within 15 days of

request, an estoppel letter acknowledging that the other party is not in default of this Agreement.

6. 7 Construction: The parties hereto have been represented by counsel in the

negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly

construed against any party, and the rule of construction that any ambiguities be resolved against

the drafting party shall not apply to this Agreement.

6. 8 No Termination of Existing Employees: Neither the Developer, nor any

employer within the Project shall be obligated to terminate any existing employees to comply

with the terms and provisions of this Agreement. Should either of the Developer or any employer

66

within the Project not be able to meet the thresholds or objectives of this Agreement due to low

employment position vacancy, the threshold will be based upon the job openings that are

available.

6. 9 Entire Agreement: This Agreement and the Lease Agreement contain the entire

agreement between the parties with respect to employment during operations of the Project and

supersedes any prior agreements, whether written or oral.

6. 10 Amendments: This Agreement may not be altered, amended or modified, except

by an instrument in writing signed by the Developer and the CRA.

6. 11 Authority of Signatories: The individuals executing this Agreement represent

and warrant that they have the authority to sign on behalf of the respective parties.

6. 12 Waiver of Jury Trial: The parties hereby knowingly, irrevocable, voluntarily and

intentionally waive any right either may have to a trial by jury in respect of any action,

proceeding or counterclaim based on this Agreement, or arising out of, under or in connection

with this Agreement or any amendment or modification of this Agreement, or any course of

conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto.

This waiver of jury trial provision is a material inducement of the CRA and Developer entering

into the subject transaction.

[SIGNATURE PAGE TO FOLLOW]

67

IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the day and

year first above written:

Witnessed:

Print Name:

Print Name:

DEVELOPER:

SAWYER'S WALK, LTD., a Florida limited partnership

BY: SKYTOWN, LLC, a Florida limited liability company, its general partner

By: Name: Matthew S. Greer Title: Manager

CRA: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: ______________________________

Name: Pieter Bockweg Title: Executive Director

ATTEST:

_____________________, Clerk of the Board

APPROVED AS TO FORM AND CORRECTNESS:

______________________________________ WILLIAM R. BLOOM CRA SPECIAL COUNSEL

68

Exhibit "A1"

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

69

Exhibit "A2"

Poinciana Village Phase II Legal Description

#10450396_v1

70

EXHIBIT M

POINCIANA VILLAGE ASSIGNMENT Prepared by: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3000 Miami, Florida 33131

ASSIGNMENT OF LEASE AND DEVELOPMENT AGREEMENT

THIS ASSIGNMENT is made and entered into this ____ day of ___________________, 2011, by and between POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership (hereafter the "Assignor"), and SAWYER’S WALK, LTD., a Florida limited partnership (hereafter the "Assignee").

RECITALS

A. Assignor is the lessee under that certain Southeast Overtown/Park West Lease and Development Agreement dated June 15, 1988, as amended (the “Lease”).

B. Assignor desires to assign and transfer to Assignee all of its right, title and interest as lessee under the Lease in and to the property commonly known as Poinciana Village Phase II and more particularly described in Exhibit “A”, attached hereto (“Phase II”).

NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows:

1. Recitals to this Agreement are true and correct and are hereby incorporated by reference and made a part hereof.

2. Assignor does hereby assign, transfer, sell, convey and set over unto assignee all of Assignor's right, title and interest as lessee under the Lease in and to Phase II.

3. Assignee hereby accepts the assignment of Assignor's right, title and interest as lessee under the Lease in and to Phase II and assumes the obligations under the Lease arising from and after the date hereof with respect to Phase II.

4. Assignor hereby agrees to indemnify, defend and hold Assignee harmless from and against any and all losses, damages, claims and demands with respect to Phase II arising prior to the date hereof, and Assignor agrees to pay all costs and expenses (including reasonable attorneys' fees and court costs through all appellate levels and post-judgment proceedings) incurred by Assignee in enforcing this indemnity provision.

5. Assignee hereby agrees to indemnify, defend and hold Assignor harmless from and against any and all losses, damages, claims and demands with respect to Phase II arising from and after the date hereof, and Assignee agrees to pay all costs and expenses (including reasonable

71

attorneys' fees and court costs through all appellate levels and post-judgment proceedings) incurred by Assignor in enforcing this indemnity provision.

IN WITNESS THEREOF, the undersigned executed this Assignment on the day and year first above written.

Witnessed by: Print Name Print Name

ASSIGNOR:

POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership BY: INDIAN RIVER INVESTMENTS OF

MIAMI, INC., a Florida corporation, its general partner

By: Name: Ted H. Weitzel Title: President Date Executed:

Witnessed by: Print Name: Print Name:

ASSIGNEE: SAWYER’S WALK, LTD., a Florida limited partnership BY: SKYTOWN, LLC, a Florida limited

liability company, its general partner By: Name: Matthew S. Greer Title: Manager Date Executed:

72

STATE OF FLORIDA ) ) COUNTY OF ____________________________ ) The foregoing instrument was acknowledged before me this ________ day of ________________________, 2011, by Ted H. Weitzel, as President of INDIAN RIVER INVESTMENTS OF MIAMI, INC., a Florida corporation, the general partner of POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership, on behalf of the corporation and the partnership, who is personally known to me, or has produced _________________________________ as identification.

Notary Public Type, Print or Stamp Name My Commission Expires:

STATE OF FLORIDA ) ) COUNTY OF ____________________________ ) The foregoing instrument was acknowledged before me this ________ day of ________________________, 2011, by Matthew S. Greer, as Manager of SKYTOWN, LLC, a Florida limited liability company, the general partner of SAWYER’S WALK, LTD., a Florida limited partnership, on behalf of the company and the partnership, who is personally known to me, or has produced _________________________________ as identification.

Notary Public Type, Print or Stamp Name My Commission Expires:

# 2574318_v1

73

EXHIBIT A

Phase II of Poinciana Village

74

EXHIBIT N

ORGANIZATIONAL DOCUMENTS FOR POINCIANA

FILED CERTIFICATE OF LIMITED PARTNifffiHlP 3 l'! = - ' 88

POINCIANA VILLAGE OF MIAMI, SflGRETAR:' Qi1 STATE

— fesHASSEt. FLORIDA

I. NAME: The name of this Limited Partnership shall be:

POINCIANA VILLAGE OF MIAMI, LTD.

II. -CHARACTER OF BUSINESS: The business of the Limited Partner

ship shall consist of the investment in and ownership, operation

arid maintenance of improved and unimproved real estate, securities,

mortgages and other tangible and intangible personal property

ar.d such other property as may from time to time be transferred

to the Limited Partnership in accordance with the terms and

provisions of this Certificate. Said authority shall include,

but not be limited to, the acquisition, sale, transfer,

exchange, mortgaging, leasing, pledging and other disposition

o"f all property, real or personal," acquired by the Limited

Partnership.

III. PRINCIPAL PLACE OF BUSINESS: The location of the principal

place of business OL the Limited Partnership shall be 1023

N.W. 3rd Avenue, Miami, Florida 33136, or such oth-.. .^cation

as the General Partner may designate, but the business of

the Limited Partnership or any part thereof, maybe conducted

elsewhere.

IV. NAMES AND PLACES OF RESIDENCE OF MEMBERS OF LIMITED PARTNERSHIP: ,

(1) GENERAL PARTNER:

INDIAN RIVER INVESTMENTS OF MIAMI, INC. '102 3 N.W. 3rd Avenue Miami, FL 3 3136

(2) LIMITED PARTNER:

SAWYER DEVELOPMENT CORP. 160 N. W. 7th Street Miami, Fl. 3 3136

V. TERM OF PARTNERSHIP: The original term of the Limited

Partnership shall be from January 15, 1986 through December

31, 19 89, and thereafter from year to year, unless at least

nine (9) caler.v.ar months before December 31 of any year, the

' , General or any one of the Limited Partners shall have de

livered to the principal office of the Limited Partnership

a written notice that he or she desires the Limited Partnership

to terminate at the close of business on December 31 of such

year, in which event the Limited Partnership shall terminate

at the time so designated.

VI. CONTRIBUTION OF LIMITED PARTNERS: The contribution of the

Limited Partner is as follows:

SAWYER DEVELOPMENT CORP. $150,000.00

VII. ADDITIONAL CONTRIBUTIONS: In the event the General Partner

under the authority vested in it by paragraph XIII of this

Certificate, shall decide to issue addditional Partnership

Interests, the Limited Partner shall have the right to purchase

said additional Partnership Interests before they are sold to

a new Limited Partner.

VIII. RETURN OF CONTRIBUTIONS: Limited Partners' contributions

shall be returned upon termination of the Limited Partnership

or upon twelve (12) months written notice to all members of

the Limited Partnership. Provided, however; that in no

event shall any Limited Partner be entitled to demand and

receive property other than cash in return for his contri

bution .

IX. SHARE OF PROFITS BY LIMITED PARTNERS:

(1) The Limited Partners shall receive ten percent (10%) /per - annum

interest on the amount of funds the Limited Partners

have invested in the Limited Partnership from time

to time, calculated on a daily basis and paid monthly,

quarterly or annually by the tenth of the following

month. For the purpose of this paragraph, funds in

vested in the business shall mean funds actually

employed in the real estate operations of the Limited

Partnership or deposited in the Limited Partnership's

checking account and shall not include funds

-2- N

invested in mortgages or held in savings accounts, certifi

cates of deposit or other accounts or investment media having

a fixed or predetermined rate of return.

(2) The Limited Partners shall also receive actual interest earned

on mortgages, savings accounts, certificates of deposit and

other accounts or investment media having a fixed or pre

determined rate of return. This interest will be paid

i ! directly to the Limited Partner by the institution or to .

the General Partner which will then pay the Limited Partner .

(3) The Limited Partner is to receive 10% of the profits earned

by the Limited Partnership over and above the ten percent (10%)

interest paid to the Limited Partner . For the purpose of

this paragraph, the term profits shall mean the net difference

between cash income and cash or accrued expenditures.

X. SHARE OF PROFITS BY GENERAL PARTNER:

The General Partner is to receive ninety percent (90%)

of the profits of the Limited Partnership. For the purpose

of this paragraph, the term profits shall mean the net

difference between cash income and cash or accrued expen-

di tures.

XI. DISTRIBUTION OF PROFITS AND LOSSES: The profits and losses

of the Limited Partnership shall be distributed annually.

XII. RIGHT TO SELL OR ASSIGN: The Limited Partners shall have

/sell oft

the right to assign their interest in the Limited Partner

ship.

XIII. ADDITIONAL LIMITED PARTNERS: Except as otherwise set forth

in paragraph XVI of this Certificate, additional Limited

Partners or substituted Limited Partners shall be admitted

to the Limited Partnership only upon written consent of the

General Partner.

XIV. PRIORITY BETWEEN LIMITED PARTNERS: There shall be no

priority as to the distribution of income or the return of

capital between the Limited Partners.

XV. DEATH OF A LIMITED PARTNER: If a Limited Partner shall die,

or become physically or mentally incompetent, said Limited

Partner's Personal Representative, Guardian, Executor or

Administrator shall have all the rights of such Limited

Partner, and the share of such Limited Partner in the assets

of the Limited Partnership shall, until the termination of the

Limited Partnership, be subject to the terms, provisions and

conditions of this Certificate as if such Limited Partner had

not died or become incompetent.

xvi . RESPONSIBLE FOR OBLIGATIONS: The General Partner shall be

responsible for the obligations of the Limited Partnership to

the extent that a General Partner is now liable under the Laws

of the State of Florida, but no Limited Partner shall at any i\

time be liable for the debts and losses of the Limited Part

nership in excess of the amounts contributed or then due to be

contributed by him to the capital of the Limited Partnership.

XVII . TERMINATION OF PARTNERSHIP: Upon termination of the Limited

Partnership, the-General Partner shall distribute the assets-

of the Limited Partnership in accordance with the laws of the

=State of Florida in existence on the date of a termination

of the Limited Partnership.

XVIII. CERTICATE BINDING ON PARTIES: This Certificate shall be

binding upon the parties hereto, their heirs, successors,

assigns and legal personal representatives.

Witnesses :

•UJip-

v L>> C££j-+:> .j- ', L-/:. ^^-*<£-- '/''.

Ll}± U • J&-v',- -'Vat^-~r

Indian River Investments of M .ami , Inc.

Ted H.I Weitzel, President

Horace C. Davis, Vice President

s

--/ ' /" k > - Randall J . Wei tze l , Vic£ Pres iden t and Secre ta ry

-4 . -

STATE OF FLORIDA COUNTY OF Dade

I HEREBY CERTIFY that on this day, before-me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared TED H. WEITZEL , as President of Indian River Investments of Miami, Inc., a Florida corporation, to me known to be the person described in and who executed the foregoing instrument and he acknowledged and swore before me that he executed the same.

WITNESS my hand and official seal in the County and State last aforesaid this flQ day of ^JhhUClK<~f > 1986.

(SEAL) Notary Pub-lie, 'State("of/ Florida

My Commission Expires:

H O T X R V fUBD'C "S'TXtt OF FLORIDA' MY COMMISSION EXPIRES OCT; 1 398fl \C w w n TH8U CFNf RAl INSURANCE UNO '


I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the S.tate and County aforesaid to take acknowledgements, personally appeared HORACE C. DAVIS, as Vice President of Indian River Investments of Miami, Inc., a Florida corpora Lion, to me known to be the person described in and who exectued the foregoing instrument and he acknowledged and swore before me that he executed the same.

WITNESS my hand and official ^eal in the County and State last aforesaid this £$ day of UgrfLLa /Yy , 1986.

(SEAL)

^2^4? Notary Public ' ' , S t a t ^ y b f F l o r i d a

My Commission E x p i r e s

STATE OF FLORIDA COUNTY OF DADE

I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared RANDALL J. WEITZEL, as Vice President and Secretary of Indian River Investments of Miami, Inc., a Florida corporation, to me known to be the person described in and who executed the foregoing instrument and he swore before me that he executed the same.

WITNESS my hand and official seal in the County and State aforesaid this ^%j day of .^?I4LL£L/~U> > 1936.

I Notary P'ubljfc, S tate) of QbrjCft f>Dfitic S'TTTfOF FCOHtiH ^ N o t a r y Vu MY COMMISSION EXPIRES OCT- 1 198S /

(SEAL) B ^ D ^ THRU GENERAL iNSu ANa UNO) My C o m m i s s i o n E x p i r e s

F l o r i d a

Witnesses: Sawyer Development Cbrp tf .opment Cbi

• M^_ "•Wi'lliam B. SAWYER President


I HEREBY CERTIFY that this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgements, personally appeared WILLIAM B. SAWYER, as President of Sawyer Development Corp., a Florida corporation, to me known to be the person described in and who executed the foregoing instrument and he acknowledged and swore before ~ me that he executed the same.

WITNESS my hand and official jeal in the County and State last aforesaid this piPf day of \.fflLy\iLCLJ~i-{ • 1986.

(SEAL) Notary P/ublid, S t a t e /6i F lo r ida

My commission Expires

MV COMMISSION EXPIRES OCT, 1 39B« i BONDED THRU GENERAL INSURANCE UNO j

- 6 -

2004 LIMITED PARTNERSHIP ANNUAL REPORT (AR) DUE BY f 1 , 2004

DOCUMENT # A22022 I. cnmy Name

POINCIANA VILLAGE OF MIAMI, LTD.

Frmopsi Placs ei Business

269 NW 7TH ST. MIAMI FL 33136

Mailing Addiess

269 N W 7TH ST. M IAMI FL 33136

2- Pi ncipai Place oi Business

bcite. Apt ?. etc

•'iWtfY'fi. 7tli Street

D401

Miami, P i .

MOORE CR26003 (11/03)

-t. FEl Nuncer 59-2806166

Applied For

Noi Applicable

""33136 USA 5. Ceriiiicaie « Siatus Desired Q $ 8 . 7 5 Additional Fee Required

6. Name and Address o l Current Registered Agent 7. Name.and Address ot New Registered Agent

WE1TZEL, TED H 269 NW 7TH STREET MIAMI FL 33136

Street Address (P O Box Number is Noi Acceptable)

?m N. W. 7th Sl-nPPt, #401

Miami ,

Miami FL Zip Cooe

33136 8. Tne aoove nanieo entity siSomtts tms statement lor tne purpose ui cnangftig W legisterej umce or legisterea agent or coin m the State ot Flonaa l am larrwliar witn. and accept

tne aoltgaaons oi registered agent l '

Ted H. W e i t z e l 4 - 1 9 - 0 4 SIGNATURE - ' , /

S.J.-.S^.--H :-,£43 y 5i4ie^/>iUre ^ . - \ ^ £ £ p n sqeft J*KJI««: . I S I : P K : ^

9. Capiisl Contributions as Snowr. on record. $150,000.00 10. Ainouru ol Capua! Contributions

ui FLORIDA to dare.

11. MAKE CHECK PAYABLE TO FL.OEPT.0F STATE SEE REVEflSE SIDE FOR FEE INFORMATION

A GENERAL PARTNER THAT IS A BUSINESS ENTITY MUST BE REGISTERED AND ACTIVE WITH THIS OFFICE. NOTE: General Partners MAY NOT be changed on the form; an amendment must be filed to change a general partner.

12. GENERAL PARTNER INFORMATION ADDRESS CHANGES ONLY

OOCUMENIi i M l 6 6 6 9

rw* I INDIAN RIVER INVESTMENTS OF MIAMI, INC.

sTseiJODiiESS 1269 NW 7TH ST.

iST-flf IMIAMIFL 33136

201 N. W. 7th Street, #401

Miami, PI. 33136

C:TV-sT-iil> ! UIY-SI-:

ClKuM&iT,- I

SIF££TACCflES5 i

CuX&ttT r

iTSEET M)QRE$S

snei rjofltss

r.-. -sr.zip |

^lif' •ZiP

n . i nereov -enity tnai ine iniprmaifon supplied witn this tiling does not quality ior trie exemption stated »n Section 119.07(3X0. Florida Statutes i further certify (hat the miormatwn ^Gicstec on tms report is/tru£ ana accurate and tnai my s«gnatuie snail nave me same legal el iect as <l made unoai oath, that I am a General Parmer ol ine limited partnership or ine recsivef or trustee eyippwejeo to ex^eyte mis report as re^uiiea oy Cnaptcji 62u Fior.ja Statutes

\l SIGNATURE: _^=v StCNAhME ANO DrP£D OR PflWTEO NAM£ OF SJGwXc^GE^fiAL (VflrMEH

pvd H. W e i t z e l 4 - 1 9 - 0 4 305-377-2509 Cirtr tw Pi ices t

POINCIANA VILLAGE OF MIAMI, LTD. 269 N.W. 7TH STREET

MIAMI, FLORIDA 33136 (305) 358-8030

-•: to t he i iGdr o i _, Florida Department of State

Five Hundred Twenty Six & 25/100

3 6 3 1

Da.fflpril 1 9 , 2004

I $ 526.25 |

Dollars fl -::~:_' |

WACHOVIA BANK, N.A. ACH H J T 0 d 7 0 O d ^ 2

. MIAMI. FLORIDA 33166

Poinciana village of Miami, Ltd. _ #A22022

u'OOOn 3P, 1 in ' f r m n n n p i -,

"FILED 1385 M" W//.-39

hlMl,FLOT<iDAuE

ARTICLES OF INCORPORATION

OF

INDIAN RIVER INVESTMENTS OF MIAMI, INC.

The undersigned subscriber to these Articles of Incor

poration, being a natural person competent to contract, does

hereby form a corporation under the laws of the State of Florida.

ARTICLE I

The name of this corporation is: INDIAN RIVER INVESTMENTS OF

MIAMI, INC.

ARTICLE II

The nature of the business of this corporation is any and

all lawful business which a corporation is permitted to conduct

in the State of Florida.

ARTICLE III

The capital stock of this corporation shall be 500 shares of

$1.00 par value common stock. Said stock shall be issued

pursuant to a plan under Section 1244 of the Internal'Revenue

Code of 1954 as amended by the Small Business Tax Revision Act of

1958.

All of said stock shall be payable in cash, or property

other than stock or securities in lieu of cash, at a just

valuation to be determined- by the stockholders of this

corporation.

ARTICLE IV

The amount of capital with which this corporation will begin

business is Five Hundred Dollars ($500.00).

ARTICLE V

This corporation shall exist perpetually.

ARTICLE VI

This initial registered agent and registered office of this

corporation in the State of Florida is: RANDALL J. WEITZEL, 1023

Northwest Third Avenue, Miami, FL 33136. The stockholders may

from time to time move the principal office to any other address

in Florida.

ARTICLE VII

The Board of Directors of this corporation shall consist of

- the stockholders of the corporation.

ARTICLE VIII

The names and addresses of the officers are:

NAME ADDRESS OFFICE

TED H. WEITZEL 672 Park Ave.' President Titusville, FL 32796

RANDALL J. WEITZEL 1023 NW Third Ave. Sec./Vice-Pres. Miami, FL 33136

HORACE C Davis 310 S.W. 68 Blvd. Vice-President Pembroke Pines Florida 33023

ARTICLE IX

The names and post office addresses of the subscribers to

the Certificates of Incorporation are as follows:

NAME ADDRESS ' ,

TED H. WEITZEL 672 Park Avenue Titusville, FL 32796

ARTICLE X

These Articles of Incorporation may be amended in the manner

provided by law. Every amendment shall be approved at a

stockholder's meeting by a majority of the stock entitled to vote

thereon, unless all of the stockholders sign a written statement

manifesting their intention that a certain amendment of these

Articles of Incorporation be made.

ARTICLE XI

Every stockholder, upon the sale for cash of any new stock

of this corporation of the same kind, class or series as that

which he already holds, shall have the right to purchase his

prorate share thereof (as nearly as may be done without issuance

of fractional shares) at the price at which it is offered to

others.

ARTICLE XII

At each election for directors every stockholder entitled to

vote at such election shall have the right to cumulate his votes

by giving one candidate as many votes as the number of his

shares, or by distributing such votes on the same principal among

any number of candidates.

IN WITNESS WHEREOF, the undersigned, being the original

subscriber to the capital stock hereinabove named, for the

purpose of forming a corporation to do business in the State of

Florida,' under- the laws of Florida, does make and file these

Articles of Incorporation, hereby declaring and certifying that

the facts herein stated are true, and hereunto sets his hand and

seal this 6th day of June, 1985.

TED H.\ WEIT'ZEtr

STATE OF FLORIDA COUNTY OF BREVARD .

BEFORE ME, the undersigned authority, an officer duj-y authorized to administer oaths and take, acknowledgements, personally appeared TED H. WEITZEL, to me well known to be the persons who executed the foregoing Articles of Incorporation, and acknowledged before me that they executed the same freely and voluntarily for the purposes therein expressed.

WITNESS my hand and official seal this 6th day of June, 1985.

Notary Public, State of Florida at Large


-3-

2©04 FOR PROFP" -""^ ANNUAL R DOCUMENT #M16669 1 . entity Name

INDIAN RIVER INVESTMENTS OF MIAMI, INC.

CORPORATION ORT (AR)

P r i n c i p a l PI3CS 01 SuStneSS

269 NW 7TH ST MIAMI FL 3310) US

M j i . . r . y - n i a ' u S b

269 NW 7TH ST MIAMI FL 33101 US

2. Fs-jrcipsi PiaOc oi Business

S-jc ô; s etc

3. Mailing Auo:es£

201 N. W, 7th S t r e e t b u i l e ^ p t rf jjiti

ISoi M O O R E C R 2 E 0 3 4 (11/03)

C i v & S t a t e

Miami, PI . 4 . F E l N u d i c e r

59-2559262 Appiiea For

Noi Appltcaote

33136 uoumry

U S A C e n w c a t e o i S t a t u s O e s w e a Q 5 8 . 7 5 A d d i l i o n a l

Fee Required

6. Name and Address ol Current Registered Ageni 7. Name and Address ot Hew Registered Agent

WEITZEL, TED H 201 NW 17TH STREET #401 MIAMI FL 33136

Siteet Address IP O Box Number is Noi Acceptable)

FL Zip Code

"ne acove named eni.iy suonnis tnts statement lor the purpose oi cnanging us icgisicica omce or registered agent or both, in me State oi Florida. I am larwliar with, ana accept me ocifgniions oi reg>sterea agent

i ^ - j i m e lycec ix C « C < J r-vrc a itîituta SQCCI I M W,* - J I ^ C J I s . j / j i j ) * ; toq-jii m «'icr ivuutattn;;

FILE N O W " ! FEE IS $150 .00

After May 1 , 2004 Fee will be $550.00

M a k e Check Payable to Florida Department of Stale

9. Section Campaign Financing

Trust Fund Contribution. Q $ 5 . 0 0 May Be Added to Fees

10. OFFICERS ANO O I H F C T O H S AODITIONS/CHANGES T O OFFICERS AND DIRECTORS IN 11

nru: .\AM£

STRETiflratss

CT.-SIl?

PO

WEITZEL, TED H

201 NW 7TH STREET, S401

MIAMI FL 33136

O o d t t e

i iAu t

snitei ADDRESS

cirr-si-zip

n Change • Addition

IlT'-E

NAME

STR££t ÔORESS

OIY-ST-a f

SVD

DAVIS. C. HORACE

13234 NW 13TH STREET

PEMBROKE PINES FL 33028

D Delete i i H t

NAME

SffltET ADDRESS

cuv-srap

D Cnange Q Addition

IlILE

riAWE

SIKEET J)DS££

CiTY-sT- j r

D Delete ririE

NAME

STREET ADDRESS

cm-sr-flr

Q Cnange Q Addition

HUE

NAME

STREET ASKES

Cirv-ST-3 '

O Delete lilli IWME

5IBEE1 ADDRESS

ciiv-sf-ir

D Change . D Addiinn

l i lLE

NAME

STREET ADDStS:

C.Tr-ST-Ii?

DOeiete fifLE

NAME

STREE1 ADDRESS

Cirr-$1-2IP

• Cnange OAadiuon

" I I I LE

NAMc

STREET A J D H :

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Doaeie tlTLE

NAME

STREET AD00ESS

on-si-o*

Q Cnange Q Addition

12. t nereD\ ceriiiy mat tne information supplied witn mis iiling does not qualityjor me s*etnpiion stated in Section l i907t3Hi). Florida Statutes. I runner cenily that trte information •naicateaon tms reponor sudniememat report is true atio aecuiate d n a m A m y aiunature Mfiailnave trie same legal ellect astl made under oatn. tnail am an officer or aireoor ci tne corporation or irte recet j=r or trustee empowereo tu execute trha tenon as itiquncj uy Cnapier o07. Flouda Statutes and mat my name appears m Slock 10 or Slock 11 it cnangaa. or on an attacnrnent|v>iitt an address. * i in all otner tiKc empuv,died\

SIGNATURE: '' 1 / \ / \ , _ / Ted H.jfeitzel fySIGNAWAC AMO I>TW) Oft PRINTED kAUfD&>GMlNÔFf ICCA OR QtHtC IOH

4-19-04 305-377-2509

-." 0 < > = > ^ > ; 2 0 0 < v O O ^ , 2 5 C g 3 £ 2 £ 3 C < 2 £ 2 £ ^ 2 £ £ C 3 C ^ e 3 G O O C £ ^ C S C S & .

3 6 3 4 POINCIANA VILLAGE OF MIAMI, LTD.

269 N.W. 7TH STREET MIAMI. FLORIDA 33136

(3051 358-6030

F j > CO CMC OI\lCI Ol — Flor ida Departrosnt o f / S t a t e

One Hundred F i f ty & 00/100

r w Apr i l 19,2004

• $150.00

.Dol lars & ~—--~S

WACHOVIA BANK, N A A C t l R T 0o700<^32

_ , . MIAMI. Ft-OBIOA 33166

•.; Indian River Invesmants of Miami, Inc. •; ,-. SM16669

ii'nnnn^ft^Lii' i:ntv?nnF.L3 ?•: ?p,q pinqcLttq•?•«

«• i

75

EXHIBIT O

ORGANIZATIONAL DOCUMENTS FOR SAWYER'S WALK

011791

LIMITED PARTNERSHIP AGREEMENT

Agreement of Limited Partnership made this j/j -^day of January, 1991, by and among Indian River Investment Communities, Inc., a Florida Corporation, whose address is 269 Northwest 7th Street, Miami, Florida 33136 herein referred to as the General Partner, and to William Sawyer and Bernice Sawyer whose address is 201 Northwest 7th Street, Unit 404, Miami, Florida 33136 and Bernice S. Watson whose address is 5400 Murdock Court, Virginia Beach, Virginia 23464, herein referred to as the Limited Partners. All references herein to all "Partners" shall refer to all of the General Partners and all of the Limited Partners.

ARTICLE I

Formation

1.01 Organization. The parties form a Limited Partnership under the laws of the State of Florida, herein called the Partnership.

1.02 Statutory Requirement. The parties to this Agreement shall immediately execute a Certificate of Limited Partnership, and cause the certificate to be filed in the appropriate office. During the term of this Partnership, the parties shall execute and cause to be filed amended certificates evidencing the formation and operation of this Limited Partnership whenever required under the laws of the State of Florida and of any other states where the Partnership shall determine to do business. The General Partner is authorized and empowered by all the Limited Partners to prepare, file, and publish either the original or any amended or modified Certificates of Limited Partnership as may be necessary or desirable and each Limited Partner specifically designates and appoints the General Partner, as his, her or_ its attorneys-in-fact for the exclusive purposes of signing and attesting to the original or amended Certificates of Limited Partnership. The creation of the foregoing power of attorney is coupled with an interest and shall be irrevocable.

1.03 Purposes of Partnership. The purposes of the Partnership shall be as follows:

(1) To engage generally in the real estate business, including investment in and ownership, operation and maintenance of improved and unimproved real estate and mortgages and other tangible and intangible personal property; to improve or develop real estate; to construct, alter, or repair buildings or structures on real estate; to acquire, sell, transfer, exchange, lease, mortgage, pledge and other disposition of all property and to make contracts concerning real estate.

(2) To enter Partnership Agreements in the capacity of a General Partner or a Limited Partner. To become a member of a joint venture, or to participate in some other form of syndication for investment in real estate.

ARTICLE II

Name and Place of Business

2.01 Name of Limited Partnership. The name of the Limited Partnership shall be Sawyer's Walk, Ltd. The business of the Partnership shall be conducted under this name and under any variations of this name that may be necessary to comply with the laws of other states within which the Partnership may do business or make investments.

2.02 Fictitious Name Certificates• The General Partner shall promptly execute and duly file with the proper offices in each state in which the Partnership may conduct the activities authorized in this Agreement, one or more certificates as required by the fictitious names law or similar statute in effect as to each state in which the activities are conducted.

2.03 Location of Principal Place of Business. The principal place of business shall be located at 269 Northwest 7th Street, . Miami, Florida, or at such other place or places as the General Partner may designate. The General Partner may designate a new place of business by delivering a written notice to all the Limited Partners.

2.04 Names and Addresses or Places of Residence of Partners. The names and addresses of the General and Limited Partners of this Partnership are set forth in Exhibit A attached hereto and by this reference made a part of this Agreement. There are no other General Partners of this Partnership and no other person or entity has any right to take part in the active management of the business affairs of the Partnership. There are no other Limited Partners to the Partnership other than those listed in the attached Exhibit A.

ARTICLE III

Term of Partnership

The Partnership shall commence on the date that a Certificate of Limited Partnership is duly filed as required by law, and shall continue in existence until January 31, 2001, unless sooner terminated, liquidated, or dissolved by law or as hereinafter provided.

ARTICLE IV

Contributions of Capital

4.01 Initial Capitalization. Each of the Partners shall contribute to the capital of the Partnership in cash, in property or in services, in the amount and having the agreed value as set out opposite his, her or its name as listed in the attached Exhibit A.

4.02 Future Contributions. Each Partner, General or Limited, may make additional contributions to the capital of the Partnership in cash, in property, or in services, in such amounts as may from time to time be agreed upon in advance by all of the Partners. The Partners, General or Limited, shall not be required to make any additional capital contributions and in no event shall a Limited Partner be personally liable for any losses, obligations, or debts of the Partnership in excess of his, her or its respective capital contribution.

4.03 Initial Limited Partners. Notwithstanding any other provision herein, William Sawyer, Bernice Sawyer, and Bernice S. Watson (herein collectively referred to as the "Initial Limited Partners") must approve in writing any and all changes whatsoever in the percentage investment of the General Partners from the Percentage of Partnership Units set forth in Paragraph 5.02 below, throughout the duration of the Partnership. To the extent that the terms and conditions of this Paragraph 4.03 conflict with or are contrary to any other provisions in this Agreement, the terms and conditions of this Paragraph 4.03 shall supercede and prevail.

ARTICLE V

Division of Profits, Losses and Cash Flow

5.01 Definition of Net Profits and Net Losses. The term "net profits and net losses" shall mean the net profits and net losses of the Partnership as determined for federal income tax purposes by the independent certified public accountant servicing the partnership account.

5.02 Division of Net Profits and Net Losses. All net profits and net losses of the Partnership shall be divided and borne among the Partners in the following proportions set forth opposite their respective name:

General Partner Percentage of Partnership Units

Indian River Investment Communities, Inc.

2%

Limited Partners Percentage of Partnership Units

William Sawyer

Be mice Sawyer

Bernice S. Watson

Indian River Investment Communities, Inc. and William Sawyer

2%

2%

2%

92%

However, the liability of the Limited Partners for the losses of the Partnership shall in no event exceed the amount of their respective contributions to the capital of the Partnership.

5.03 Division of Cash Flow. The cash flow of the Partnership shall be the net profits and net losses of the Partnership as defined in Paragraph 5.01 above, plus depreciation and other noncash charges deducted in determining the profits and losses, minus principal payments on all mortgages, and any other cash expenditures that have not been deducted in determining the net profits and net losses of the Partnership, and minus any amount reasonably-determined by the General Partner as being required to maintain sufficient working capital and a reasonable reserve for repairs, replacement, or other reasonable contingencies. The cash flow, as so determined, may be distributed by the General Partner to all the Partners in equal proportions per Partnership Unit, in the sole discretion of the General Partner. There shall be no obligation to return to the General Partner, or to the Limited Partners, or to any one of them, any part of the respective capital contributions for so long as the Partnership continues to exist. No General Partner or Limited Partner shall be entitled to any priority or preference over any other Partner as to the distribution of the cash flow of the Partnership.

ARTICLE VI . - _.

Ownership of Partnership Property

All real or personal property acquired by the Partnership shall be owned by the Partners as tenants in partnership. An individual Partner's rights in Partnership property is not assignable, except in connection with the assignment of the rights

of all the Partners in the same property. Each Partner hereby expressly waives the right to require partition of any Partnership Property.

ARTICLE VII

Fiscal Matters

7.01 Partnership Accounting Year. The Partnership's books and records and all required income tax returns shall be kept or made on the calendar-year basis. The General Partner shall determine whether the cash or accrual method of accounting is to be used in keeping the Partnership records.

7.02 Books and Records. The General Partner shall keep at the principal place of business and make available to all Partners, at any time during normal business hours, just and true books of account and all other Partnership records. The copying by a Partner or by his, her or its designated agent of any part of all of the records, at the personal expense of that Partner is specifically authorized. Within ninety (90) days after the close of each calendar year of the Partnership, the General Partner shall furnish to all Partners a year-ending balance sheet for the Partnership and a full and detailed financial report on the business operations of the Partnership for and during the entire preceding year. In addition, within ninety (90) days after the close of each calendar year of the Partnership, the General Partner shall furnish to all Partners any additional information necessary to complete their federal and state income tax returns, including statements of the net distributable income or loss to each Partner from the operation of the Partnership. The cost of all of the above duties and services to be performed by the General Partner shall be deemed an expense of the Partnership.

7.03 Partnership Bank Account. The General Partner shall receive all money of the Partnership and shall deposit it in one or more Partnership bank accounts. All expenditures by the Gene_ral Partner on Partnership interests shall be made by checks drawn against the Partnership bank accounts. Withdrawals from the Partnership bank accounts shall be made on such signature or signatures as the General Partner shall authorize.

ARTICLE VIII

Management of Partnership Affairs

8.01 Control and Management. The General Partner shall have sole and exclusive control of the Partnership. Subject to any limitations set forth in this Agreement, the General Partner shall have the power and authority to take any action from time to time

as they may deem to necessary, appropriate, or convenient in connection with the management and conduct of the business and affairs of the Partnership, including without limitation the power to:

(1) Acquire or dispose of real property (including any interest therein) for cash, securities, other property, or any combination thereof upon such terms and conditions as the General Partner may, from time to time, determine (including, instances where the property is encumbered, on either an assumption or a "subject to" basis);

(2) Acquire, own, hold, improve, manage, and lease any property, either alone or in conjunction with others through partnerships, limited partnerships, joint ventures or other business associations or entities;

(3) Finance the Partnership's activities either with the seller of the property or by borrowing money from third parties, all on any terms and conditions the General Partner deems appropriate. In instances where money is borrowed for Partnership purposes, the General Partner shall be, and hereby is, authorized to pledge, mortgage, encumber, and grant a security interest in Partnership properties for the repayment of the loans;

(4) Employ, retain, or otherwise secure or enter into other contracts with personnel or firms to assist in the acquisition, developing, improving, managing, and general operation of the Partnership properties, including, but not limited to, real estate brokers or agents, supervisory, development, and building management agents, attorneys, accountants, and engineers, all on any terms and for any consideration the General Partner deems advisable; and

(5) Take any and all other action that is permitted under applicable law and that is customary or reasonably related to the acquisition, ownership, development, improvement, management, leasing, and disposition of real, personal, or mixed property.

8.02 Responsibility of General Partner. The General Partner shall exercise ordinary business judgment in managing the affairs of the Partnership. Unless fraud, deceit, or a wrongful taking is involved, the General Partner shall not be liable or obligated to the Limited Partners for any mistake of fact or judgment made by the General Partner in operating the business of the Partnership, which results in any loss to the Partnership or its Partners. The General Partner does not, in any way, guarantee the return of the Limited Partners' capital or a profit from the operations of the Partnership. Neither shall the General Partner be responsible to any Limited Partners because of a loss of his, her or its investment or a loss in operations, unless the loss was

caused by fraud, deceit, or a wrongful taking by the General Partner. The General Partner shall devote such attention and business capacity to the affairs of the Partnership as may be reasonably necessary. In this connection, the parties hereby acknowledge that any General Partner may be the Manager or General Partner of other partnerships and may continue to manage other partnerships, and may continue to engage in other distinct or related businesses, including the investment in or ownership or development of property, whether or not competitive with the business of the Partnership.

8.03 Nominees. All Partners recognize that sometimes there are practical difficulties in doing business as a Limited Partnership, occasioned by outsiders seeking to satisfy themselves relative to the capacity of the General Partner to act for and on behalf of the Partnership, or for other reasons. Therefore, the Limited Partners hereby specifically authorize the General Partner to acquire all real and personal property, arrange all financing, enter contracts, and complete all other arrangements needed to effectuate the purpose of this Partnership, either in their own name or in the name of a nominee, without having to disclose the existence of this Partnership. If the General. Partner decides to transact the Partnership business in their own name or in the name of a nominee, they shall place a written declaration of trust in the Partnership books and records that acknowledges the nominee's capacity in which it acts and the name of the true or equitable owner, being the Partnership.

8.04 Removal of General Partner. Any General Partner may be removed by the affirmative vote of ninety-five percent (95%) in interest, not in number, of all of the Partners. Written notice of the General Partner's removal shall be served on the General Partner by certified mail. The notice shall set forth the day on which removal is to be effective. This date shall not be less than thirty (30) days after the service of the notice on the General Partner. Within thirty (30) days after an affirmative vote to remove a General Partner, the Partners shall elect a new General Partner. A new General Partner shall be elected on the vote of the holders of two-thirds (2/3) of the Partnership Units, in interest, not in number, then outstanding, at a special meeting called for that purpose. If a new General partner is not elected within this period, the Partnership business shall be terminated and wound up in accordance with Paragraph 12.03 of this Agreement. The removal of a General Partner shall cause his, her or its interest in the Partnership to be converted to a Limited Partnership interest, but shall not alter or change his, her or its rights or responsibilities pursuant to Paragraphs 11.02 and 11.03 of this Agreement.

8.05 Compensation of General Partners. The General Partner will receive no compensation for acting as General Partner. The General Partner shall be entitled to reimbursement for any

expenses paid by him, her or it arising out of the business of the Partnership and to reasonable and customary compensation for services as a real estate broker or agent rendered by a General Partner other than in his, her or its capacity as manager of the Partnership business.

8.06 Restrictions on Limited Partners. The Limited Partners shall not have either the obligation or the right to take part, directly or indirectly, in the active management of the business of the Partnership. No Limited Partner is authorized to do or perform any act, thing, or deed in the name of or for or on behalf of either the General Partner or the Partnership. Limited Partners are not authorized to and shall note, directly or indirectly, have a voice in or take part in the business affairs or business operations of the Partnership. No Limited Partner shall receive any compensation for being a Partner. Limited Partners are not authorized, and shall not be permitted, to do any act, deed, or thing that will cause the Limited Partner to be classified as a General Partner of the Partnership.

ARTICLE IX

Liabilities

9.01 Liability of Partners. The liability of the General Partner arising from carrying on the business affairs or operations of the Partnership or for the debts of the Partnership is unrestricted. The liability of the Limited Partners with regard to the Partnership in all respects is restricted and limited to the amount of the actual capital contributions (and loans, if any) that each Limited Partner makes or agrees to make to the Partnership. The Limited Partners cannot be assessed art additional capital contribution to the Partnership above that which each Limited Partner agrees to make to the Partnership. If additional capital contributions to the Partnership are required and are made by a General Partner, it shall not entitle the General Partner to a greater share of the Partnership Units, or of the profits or cash distributions of the Partnership than otherwise is provided for by this Agreement.

9.02 Loans to the Partnership. Nothing is this Agreement shall prevent or prohibit a General or Limited Partner loaning money to the Partnership on a promissory note or similar evidence of indebtedness for a reasonable rate of interest. Any Partner loaning money to the Partnership shall have the same rights arid risks regarding the loan as would any person or entity making the loan who was not a Partner of the Partnership.

ARTICLE X

Prohibited Transactions

During the time of the organization or continuance of this Partnership, neither the General nor Limited Partners shall do any one of the following:

(1) Use the name of the Partnership (or any substantially similar name) or any trademark or trade name adopted by the Partnership, except in the ordinary course of the Partnership business;

(2) Disclose to any nonpartner any of the Partnership business practices, trade secrets, or any other information not generally known to the business community;

(3) Do any other act or deed with the intention of harming the business operations of the Partnership;

(4) Do any act contrary to this Partnership Agreement, except with the prior expressed approval of all Partners;

(5) Do any act that would make it impossible to carry on the intended or ordinary business of the Partnership;

(6) Confess a judgment against the Partnership;

(7) Abandon or wrongfully transfer or dispose of Partnership Property, real or personal;

(8) Admit another person or entity as a General- or Limited Partner, except with the prior expressed approval of all of the Initial Limited Partners.

Further, the General Partner shall not use, directly or indirectly, the assets of this Partnership for any purpose other than carrying on the business of this Partnership, for the firll and exclusive benefit of all its Partners.

ARTICLE XI

Restrictions on Transfers

11.01 Prohibition Against Transfer. Except as set forth in this Agreement, no Limited Partner shall sell, assign, transfer, encumber, or otherwise dispose of any interest in the Partnership without the written consent of the General Partner.

11.02 Permitted Sales. (1) In the event a Limited Partner receives a bona fide offer for the purchase of all or a part of his, her or its interest in the Partnership, the Limited Partner shall either refuse the offer or give the General Partner written notice setting out full details of the offer. The notice, among other things, shall specify the name of the offeror, the percentage of interest in the Partnership covered by the offer, the terms of payment, whether for cash or credit, and, if on credit, the time and interest rate, as well as any and all other consideration being received or paid in connection with the proposed transaction, and any and all other terms, conditions, and details of the offer.

(2) Upon receipt of the notice with respect to an offer, the General Partner shall have the exclusive right and option, exercisable at any time during a period of thirty (30) days from the date of the notice, to purchase the interest in the Partnership covered by the offer in question at the same price and on the same terms and conditions of the offer as set out in the notice. If the General Partner decides to exercise the option, he, she or it shall give written notice to that effect to the Limited Partner desiring to sell. The sale and purchase shall be consummated within thirty (30) days after the date of the written notice. If the General Partner does not elect to exercise his, her or its option or waives his, her or its rights in writing, the selling Limited Partner shall be so notified in writing. Subject to any prohibitions or restrictions on transfer imposed by the General Partner for purposes of compliance with applicable securities law, the Limited Partner shall then be free to sell the interest in the Partnership covered by the offer. The sale must be consummated within ninety (90) days thereafter, or the interest shall once again become subject to the restrictions of this Article. The sale, if permitted, shall be made strictly on the terms and conditions and to the person described in the required notice.

(3) Any assignment made to anyone not already a Partner shall be effective only to give the assignee the right to receive the share of profits to which the assignor would otherwise be entitled. The assignor shall not be relieved from liability under any agreement to make additional contributions to capital or from liability under the provisions of this Agreement. The assignee shall not have the right to become a substituted Limited Partner.

10

Neither the General Partner nor the Partnership shall be required to determine the tax consequences to a Limited Partner, or the assignee, arising from the assignment of a Limited Partnership interest. The Partnership shall continue with the same basis and capital account for the assignee as was attributable to the owner who assigned the Limited Partnership interest. The Partnership interest of the General Partner cannot be voluntarily assigned or transferred except if it occurs by operation of law.

11.03 Death of Limited Partner. (1) Upon the death of a Limited Partner, at the Effective Date (defined in Paragraph 11.03 (3) below) the deceased Limited Partner's heirs or legatees will have the option of having the Limited Partnership interest pass on to said Limited Partner's heirs or legatees, in which event, the beneficiaries will then be entitled to the rights of an assignee as is provided in Paragraph 11.02 (3) of this Agreement; or

(2) In the event that the Limited Partner's heirs or legatees choose not to have the Limited Partnership interest pass on to them, then each General Partner shall have an obligation to purchase from the Estate of the deceased Limited Partner, and the Estate of the deceased Limited Partner shall then have an obligation to sell to the General Partner (and if more than one General Partner then to each General Partner, on a pro rata basis) the interest of the deceased Limited Partner in the Partnership at the price and on the terms and conditions set forth in this Paragraph 11.03. The purchase price for the deceased Limited Partner's proportionate interest in the Partnership shall be the deceased Limited Partner's proportionate interest in the fair market value of the Partnership Property, as determined as hereinafter provided, together with the assumption of all liability for any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership or the Partnership Property. Within sixty (60) days after the Effective Date the General Partner shall name an appraiser and, within sixty (60) days after the Effective Date the executor or other legal representative of the estate of the deceased Limited Partner shall name, an appraiser. If either party fails to name an appraiser within the specified time, the other party may select the second appraiser. The two appraisers so selected shall proceed promptly to determine the fair market value of the Partnership Property, taking into consideration any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership Property. The determination of the fair market value of the Partnership Property by the two appraisers shall be final and binding on all parties. If the two appraisers are unable to agree on the fair market value of the Partnership Property, the two appraisers shall select a third appraiser whose determination as to fair market value shall be final and binding on all parties. The appraisers shall deliver a written report of their appraisal or the appraisal of the third appraiser, as the case may be, to the General Partner and to the

11

executor or other legal representative of the Estate of the deceased Limited Partner. Each party shall pay the fee and expenses of the respective appraiser selected by that party. if a third appraiser is appointed, the fee and expenses of the third appraiser shall be borne one-half (1/2) by the General Partner and one-half (1/2) by the Estate of the deceased Limited Partner. During the period between the date of death and the date the purchase price is paid to the Estate of the deceased Limited Partner, the General Partner shall contribute the deceased Limited Partner's share of any contribution required to be made to the Partnership under the provisions of this Agreement; provided, however, that the amount of any payment made by the General Partner during the period between the date of the deceased Limited Partner's death and the date of the appraisers' report shall be deducted from the amount of the purchase price to be paid to the JEstate of the deceased Limited Partner. The purchase price shall be evidenced by a negotiable promissory note in the principal amount equal to the purchase price of the deceased Limited Partner's interest at the rate as computed herein, providing for interest at the rate of six percent (6%) per annum, payable in three (3) equal annual installments, and containing acceleration and other customary clauses. The note shall bear, interest from the date of death of the Limited Partner with the first principal and accrued interest payment being due and payable one (1) year after the Effective Date. The General Partner shall have the right to prepay any and all installments of the note at any time with no premium or penalty. Upon delivery of the note and the assumption by the General Partner of all liability of the deceased Limited Partner for any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership, the Estate of the deceased Limited Partner shall have no further interest in the Partnership or in its business or assets, and the executor or other legal representative of the Estate of the deceased Limited Partner shall execute and deliver any deeds, conveyances and other instruments that may be reasonably necessary to evidence and render fully effective the transfer of the interest of the deceased Limited Partner in the Partnership and its business and assets. The interest of the deceased Limited Partners shall be acquired by_the General Partner who shall become Limited Partners to the extent of the interest.

(3) The deceased Limited Partner's heirs or legatees shall provide written notice to the General Partner, within thirty (30) days after the Effective Date as to which option under Paragraph 11.03 (1) or 11.03 (2) they select for the disposition of the deceased Limited Partner's interest. Absent written notice as required herein, the General Partner shall have the right to select the method of disposition of the deceased Limited Partner's interest as set forth in Paragraph 11.03 (1) or 11.03 (2) of this Agreement. The Effective Date for purposes of this Agreement shall be the later of January 17, 1995 or the date of death of a Limited Partner.

12

ARTICLE XII

Termination of the Partnership

12.01 Termination Upon Withdrawal, Bankruptcy, Insolvency, Dissolution, Death, or Incapacity of General Partner. The General Partner, effective as of the last day of any calendar year of the Partnership, may voluntarily withdraw from the Partnership as General Partner. A withdrawal shall have the effect of terminating the Partnership as of the close of business on that last day. The bankruptcy, insolvency, dissolution, death, incapacity, or resignation of one General Partner (if there shall at the time of such event then be more than one General Partner) shall not have the effect of terminating the Partnership and the other General Partner shall continue to serve as the General_ Partner. Upon bankruptcy, insolvency, dissolution, death, incapacity, or resignation of both of the General Partner(s), the holders of two-thirds (2/3) of the Limited Partnership Units, in interest, not in number, then outstanding, at a special meeting called for that purpose, may elect to continue the Partnership business and name a new General Partner, in which event the Partnership Units owned by the former General Partner(s) are to be purchased by the new General Partner with the purchase price to be computed as set forth herein. The purchase price for the General Partner's interest in the Partnership shall be the General Partner's proportionate interest in the fair market value of the Partnership Property, determined hereinafter provided, together with the assumption of all liability for any outstanding indebtedness, liabilities, liens, and obligations relating to the Partnership or the Partnership Property. Within ten (10) days after the election of a new General Partner, the Limited Partners shall name an appraiser and the former General Partner and/or his, her or its legal representative shall name an appraiser. If either party fails to name an appraiser within the specified time, the other party may select the second appraiser. The two appraisers so selected shall proceed promptly to determine the fair marked value of the Partnership Property, taking into consideration any outstanding indebtedness, liabilities, liens and obligations relating to the Partnership Property. The determination of the fair market value of the Partnership Property by the two appraisers selected shall be final and binding on all parties. If the two appraisers are unable to agree on the fair market value of the Partnership Property, the two appraisers shall select a third appraiser whose determination as to fair market value shall be final and binding on all parties. The appraisers shall deliver a written report of their appraisal or the appraisal of the third appraiser, as the case may be, to the Limited Partners and the former General Partner and/or his, her or its legal representative. Each party shall pay the fee and expenses of the respective appraiser selected by that party. If a third appraiser is

13

appointed, the fee and expenses of the third appraiser shall be borne one-half (1/2) by the Limited Partners and one-half (1/2) by the former General Partner and/ or his, her or its legal representative. During the period between the date of election of the new General Partner and the date that the purchase price is paid by the new General Partner to the former General Partner and/or his, her or its legal representative, any contributions required to be made on behalf of the former General Partner shall be made to the Partnership under the provisions of this Agreement; provided, however, that the amount of any payment so made between the date of election of the new General Partner and the date of the appraiser's report shall be deducted from the amount of the purchase price to be paid to the former General Partner and/or his, her or its legal representative. The purchase price shall be evidenced by a negotiable promissory note in the principal amount equal to the purchase price as computed herein, providing for interest at the rate of six percent (6%) per annum, payable in three (3) equal annual installments, and containing acceleration and other customary clauses. The note shall bear interest from the date of election of the new General Partner.- with the first principal and accrued interest payment being due and payable six (6) months after the date of election. The new General Partner shall have the right to prepay any and all installments of the note at any time with no premium or penalty. Upon delivery of the note and assumption by the new General Partner of all liability of the former General Partner for any outstanding indebtedness, liabilities, liens and obligations relating to the Partnership, the former General Partner and/or his, her or its legal representative shall have no further interest in the partnership or in its business or assets, and the former General Partner and/or his, her or-its legal representative shall execute and deliver any deeds, conveyances, and other instruments that may be reasonably necessary to evidence and render fully effective the transfer of the interest of the former General Partner in the Partnership and its business and assets. The interest of the former General Partner shall be acquired by the new General Partner who shall become General Partner to the extent of the interest.

12.02 Voluntary Termination — Effect of Death or Incapacity of Limited Partner. The Partnership may be terminated upon any date specified in a notice of termination, signed by the General Partners and the holders of two-thirds (2/3) of the Limited Partnership Units, in interest, not in number. The death: or incapacity of a Limited Partner shall have no effect on the life of the Partnership, which shall continue.

12.03 Effect of a Termination on the Partnership. Upon the termination of the Partnership, regardless of how it is terminated, the affairs of the Partnership shall be wound up by the General Partner. If for any reason there is no General Partner, or if they refuse to serve, or are incapable of serving, the holders of a majority of the Limited Partnership Units, in

14

interest, not in number, may appoint or designate a Trustee-in-Liquidation who shall serve to wind up the affairs of the Partnership. The Trustee-in-Liquidation need not be a commercial corporate trustee, need not be bonded, and may be a Limited Partner. Whoever serves to wind up the affairs of the Partnership, the following procedure shall be followed:

Upon termination, the assets of the Partnership shall be applied first to payment of the outstanding Partnership liabilities. An appropriate reserve may be maintained in an amount determined by the General Partner or Trustee-in-Liquidation for any contingent liability until the contingent liability is satisfied. The balance of the reserve, if any, shall be distributed, together with any other sum remaining after payment of the outstanding Partnership liabilities, to the Partners in the following order of priority:

(1) To the Limited Partners in respect of their share of profits.

(2) To the Limited Partners in respect of their capital accounts.

(3) To the General Partner in respect of compensation, then profits, then capital.

Nothing contained in this Agreement shall defeat the right of either a Limited or a General Partner to require and to have a court-supervised winding-up, liquidation, and dissolution of the Partnership. No Partner shall be entitled to demand a distribution be made in Partnership Property. However, the General Partner may make or direct property distributions to be made, using the property's fair market value as of the, time of distribution as the basis for making the distribution.

ARTICLE XIII

Miscellaneous Provisions

13.01 Amendment. This Agreement may be amended or modified by the Partners from time to time, but only by a written instrument executed by the General Partner, by all of the Initial Limited Partners, and by the holders of two-thirds (2/3) of the Limited Partnership Units, in interest, not in number.

13.02 Notices. Except as may be otherwise specifically provided in this Agreement, all notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, or by hand delivery, or overnight express delivery, addressed to

15

the parties at the respective addresses set forth in Exhibit A or at such other addresses as may have been previously specified by written notice delivered in accordance with this Paragraph.

13.03 Meetings. Meetings of the Partners shall be held not less than fifteen (15) days nor more than thirty (30) days after receipt of written notice from the General Partner. The General Partner shall give notice of a meeting of the Partners at any time on their own choosing or within five (5) days after they shall receive written demand for a meeting from the holders of two-thirds (2/3) of the Limited Partnership Units, in interest, not in number.

13.04 Applicable Law. This Agreement shall be construed under and in accordance with the laws of the State of Florida and all obligations of the parties created under this Agreement are performable in Dade County, Florida.

13.05 Other Instruments. The parties covenant and agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the Partnership created by this Agreement.

13.06 Headings. The headings used in this Agreement are used for administrative purposes only and do not constitute substantive matters to be considered in construing the terms of this Agreement.

13.07 Parties Bound. This Agreement shall be binding on and inure to the benefit of the parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Agreement.

13.08 Legal Construction. If any one or more of the provisions contained in this Partnership Agreement for any reason are held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not effect any other provision of this Agreement. This Partnership Agreement shall be construed as if the invalid, illegal, or unenforceable provision had never been contained herein.

13.09 Enforcement. In the event any party shall incur legal expenses to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to recover such legal expenses including without limitation, reasonable attorneys' fees, costs and necessary disbursements, at the trial and appellate levels, in addition to any other relief to which such party shall be entitled.

13.10 Counterparts. This Agreement may be executed in any number of counterparts and each counterpart shall for purposes be deemed to be an original.

16

IN WITNESS WHEREOF, each party has executed this Agreement or a counterpart of it as of the date first above written.

General Partner

Indian River Investment Communities, Inc. a Florida Corporation.

TecTH. WeitzeJ President"

Limited Partners:

•^%/CO^k William Sawyer

Bernice Sawyeaf /

Bernice S. Watson

17

. . . _ , _ . . . . . . * . . • • • - • - • - - - ' - - - - - - - - - I t X 5 > 7 - ^

JAN 22 . '91 kJ2=31

IN WITNESS WHEREOF, each party has executed thl* Agreement or a counterpart, of it as of the date first above written.-

General Partner

Indian River Investment Communities, Inc. a Florida Corporation.

Byi_ ^ P r e s i d e n t

Limited Pa r tne r s :

William Sawyer

Bernice Sawyer

/Jrv

^ Bernice S. Watson

17

AFFIDAVIT OF CAPITAL CONTRIBUTIONS

The undersigned, who is the only General Partner of Sawyer's Walk, Ltd?, declare that the capital contributions of all the Limited Partners in the Partnership are as follows:

1.* The Limited Partners have made capital contributions in the following amounts:

. Name of Limited Partner Amount of Contribution/ % of Partnership Units

William Sawyer $33,333.33 (2%) 201 NW 7 Street .Unit 404 Miami, FL 33136

Bernice Sawyer $33,333.33 (2%) 201 NW 7 Street Unit 404 Miami, FL 33136

Bernice S. Watson $33,333.33 (2%) 54 00 Murdock Court Virginia Beach, VA 23464

Indian River Investment Development and Start-Communities, Inc. and Up Services (92%) William Sawyer

2. It is anticipated that the Limited Partners listed above will make no future capital contributions to the Limited Partnership.

January _J_7, 1991 Miami, Florida

Indian River Investment Communities, Inc., a Florida Corporation, as General Partner

Bj. _ _ ^ ^ _ ^

Ted H. weitzel. President State of Florida ) !ounty of Dade )

The foregoing instrument was acknowledged before me this J_7day of January 1991 by Ted H. Wei tze I a s President of ndian River Investment Communities, Inc., as General Partner of awyer'e Walk, Ltd., a Florida Limited^Partnership.

T Co -^Notary Publ i£

Cojiuaission Expires : / '

Notary Public, Sta te of Florida My Commission Expires Oct. 6. 1392

AFFIDAVIT OF CAPITAL CONTRIBUTIONS

The undersigned, who is the only General Partner of Sawyer's Walk, Ltd., declare that the capital contributions of all the Limited Partners in the Partnership are as follows:

1. The Limited Partners have made capital contributions in the following amounts:

Name of Limited Partner Amount of Contribution/ % of Partnership Units

William Sawyer 201 NW 7th Street Unit 404 Miami, Fl. 33136

Bernice Sawyer 201 NW 7th Street Unit 404 Miami, Fl. 33136

Bernice S. Watson 5400 Murdock Court Virginia Beach, VA 23464

$ 5,000(2%)

$ 5,000(2%)

$ 5,000(2%)

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Indian River Investment Communities, Inc. and William Sawyer

Development and Start-up Services (92%)

2. It is anticipated that the Limited Partners listed above will make no future capital contributions to the Limited Partnership.

March 24, 1997 Miami, Florida

Indian River Investment Communities, Inc., a Florida Corporation, as General Partner

Ted H. WeitzeljPresident

and Reg is te red Agent

State of Florida ) County of Dade )

The foregoing instrument was acknowledged before me this J24 day of March, 1997 by Ted H. Weitzel. as President of Indian River Investment Communities, Inc., as General Partner of Sawyer's Walk, Ltd., a Florida Limited Partnership.

Notary Public


HORACE C. DAVIS MY COMMISSION ICC4S2S39

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STATE OF FLORIDA

COUNTY OF DADE

BEFORE ME, the undersigned authority, personally appeared TED H. WEITZEL, to me known to be the person described in and who acknowledged before me that he consented to the appointment as Registered Resident Agent of Sawyer's Walk, Ltd to accept service of process within the State.

MY COMMISSION E HORACE C.DAVIS

MY COMMISSION ICC 482839 , . „ EXPIRES: Octob* 29,1999 # ' BanMThraNtfNyPuMoUndeftHttire

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A GENERAL PARTNEfl THAT IS A BUSINESS ENTITY MUST BE REQlSTEHED ANO ACTIVE VWTH THIS OFFICE. NOTE: Gwmil P»itOf» MAY NOT ba ctwngod on lh> form; an amantfentnt mm ba Mod to ohanga a panacai partnar.

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G£N£HAt. PARTNEfl INFORMATION P97000014392 INDIAN RIVER INVESTMENT COMMUNITIES. INC. 269 NORTHWEST 7TH STREET MIAMI, FL 33136

14. I nateoy caruty mai irw f t t o p w o n suppwo w«n trus IKKIQ uoit t n a quawv « smciutaan antrApon A -•• ine r*c«iv6f or indue e

ADDRESS CHANGES ONLY

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201 N. W. 7th Street #401

Miami, Fl. 33136

SIGNATURE: _L__ / I / \ S^\^J \ ^ " - Weitzel

. ouu ip i un !>(ju«d *i Sacnon 11&0713NH. Fkyula Sfaitnos-1 turner certrfy i fwi i rw rtfarmauon Kulte w g * * I « H U as * (tiaoa ux ier o«in: t ru i I am a Get urai Pann« * ma hnwad paiwwsfnp c i2si. Florida StaiwtdS

4-19-04 305-377-2509

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MIAMI, FLORIDA 33136 (305) 358-8030

3 6 4 6

63-643/670

Kay CO Cili order of _ F l o r i d a Department of S t a t e

One Hundred Ninety Three & 75/00 •

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| $193.75

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WACHOVIA BANK, N.A. ACH B/T 0G7006432

MIAMI. FLORIDA 33166

Sawyer 's Walk, Ltd . For #A97000000734

" • 0 0 0 0 36*,6M« I : Q 6 70Q&L.3 2 i : 2&R E 30 561,&L.S a«-^ I W W i a * i r » W l i n i l » I I T l i l K I I I W n k M I M M I B W ^ M f » l l f » » f l « t 1 P » » » , » » . « , » • » » , • . "HM'rtH""0!"'""^

CERTIFICATE OF INCORPORATION OF

INDIAN RIVER INVESTMENT COMMUNITIES• INC-

We, the undersigned, hereby make, subscribe and acknowledge

this Certificate of Incorporation for the purpose of becoming a

corporation under the laws of the State of Florida.

1. The name of the corporation shall be:

INDIAN RIVER INVESTMENT COMMUNITIES, INC.

and its existence shall be perpetual.

2. The general nature of the business to be transacted shall

be real estate development and to transact any lawful business for

which corporations may be incorporated under the laws of the State

of Florida and to have all otfier^powers provided by the laws of the

State of Florida.

3. The capital stock of the corporation shall consist of 100

shares of $1.00 Dollar par value.

4. The principal office of the corporation shall be:

269 N. W. 7th Street, Miami, Florida, 33136

5. The number of the directors shall be at least one (1) and

the name and post office address of the first Board of Directors

and Officers are:

NAME OFFICE

Ted H. Weitzel Director

Horace C. Davis Director.

Randall J, Weitzel Director

John C. Harrison, Jr< Director

POST OFFICE ADDRESS

269 N. W. 7th Street Miami, Florida 33136

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6. The Coiporation designates Ted H. Weitzel 269 N.W. 7th Street,

Miami Florida 33136, as its Resident Agent, to accept service of process within

this State.

IN WITNESS WHEREOF, die undersigned hereby subscribed to this

Certificate of Incorporation at Miami, Dade County, Florida, this 19th day of

December, 1990.

z1

Ted H. Weitzel

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT

UPON WHOM PROCESS MAY BE SERVED

In pursuance of Chapter 48.091, Florida Statues, the following is submitted,

in compliance with said Act.

First that INDIAN RIVER INVESTMENTS COMMUNITIES, INC.,

desiring to organize under the laws of the State of Florida with its principal offices

~as indicated in the Certificate of Incorporation at 269 N. W. 7th Street, County af

Dade, State of Florida, has named Ted H. Weitzel located at 269 N. W. 7th Street,

Miami, Florida, 33136, as Registered Resident Agent to accept Service of Process

within this State.

•

Having been named to accept Service of Process for the above stated

corporation at die place designated in this Certificate, I hereby accept to act in this

capacity and agree to comply with the provisions of said Act relative to keeping

open said office.

Ted H. Weitzel "p% *£

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o ^ en

STATE OF FLORIDA

COUNTY OF DADE

BEFORE ME, the undersigned authority, personally appeared TED H

WEITZEL, sole subscriber, to me known to be the person described in and who

executed the foregoing Certificate of Incorporation, who acknowledged before me

that he subscribed thereto and did so for the purpose and uses therein mentioned

and that TED H. WEITZEL consented to the appointment as Registered Resident

Agent of the corporation to accept, service of process within the State.

MY COMMISSION EXPIRES:

m HORACE C. DAVIS MY COMMISSION # CC 492639

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2004 FOR PROFPT CORPORATION A N N U A L F 'ORT (AR) _

D O C U M E N T # P97000014392

INDIAN RIVER INVESTMENT COMMUNITIES, INC.

Pfinc.pa; Fiace oi Business

269 NW 7TH STREET MIAMI FL 33136

Mailing ^aaress


P-'-.~cp3f Place oi Business 3. Mdiiutg Auuiesi

20, M. W. 7 fh Sl-rppl-iuile -*pi 3 clC

#401 M O O R E C R 2 E 0 3 4 (11/03)

Oily i Sale

Miami, F l . 4. FEI Nurnoer

65-0735596 Applied For

Not Applicable

33136 USA s. Ceruiicaie ol Status Desired

r-i $ 8 . 7 5 Additional Fee Required

6. Name and Address ol Current Registered Agent 7. Name and Address ol New Registered Agent

WE1TZEL, T E D H 201 N W 7TH STREET 401 MIAMI FL 33136

Street Address (P.O. Box Number is Not Acceptable)

FL Zip Coae

tr-e icova namea entity suaruis Wis siatemcni ici ine puipoie oi citanguiy iia icgiiicieo <,\ucc u leyisicicd aysni or ooin. a\ ihe Siate oi Flortda. I am familiar with, and accepi me ccugsiions oi registered agent.

SIGNATURE. ^•ZWiiutt l*Zia; ^•J'-WS JVATW Si - ' « t ^ * U i « a +.JC.K j . . . ' j * ' « V t i " * o l < ' e y - J * . l ~<VJ> t*J'i4-S> i1<£.

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EXHIBIT P

SAWYER'S WALK, LTD. PARTNERS

General Partner: Indian River Investment Communities, Inc. 2% Shareholders: Ted H. Weitzel 25% Horace C. Davis 25% John C. Harrison 25% Randall J. Weitzel 25% Limited Partners: William Sawyer 2% Bernice Sawyer 2% Bernice S. Watson 2% Indian River Investment 92% Communities, Inc. and William Sawyer

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EXHIBIT Q

NEW PARTNERSHIP AGREEMENT FOR SAWYER'S WALK

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

OF SAWYER’S WALK, LTD.

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SAWYER’S WALK, LTD. (the “Agreement”), dated effective as of the ___ day of July, 2011, is entered into by and among SKYTOWN, LLC, a Florida limited liability company (together with its successors and assigns and each subsequent general partner admitted to the Partnership in accordance with the terms hereof, the “General Partner”), and the limited partners set forth on the signature pages hereto (each, together with its, his or her successors and assigns and each subsequent limited partner admitted to the Partnership in accordance with the terms hereof, a “Limited Partner” and collectively, the “Limited Partners”).

R E C I T A L S :

WHEREAS, Sawyer’s Walk, Ltd., a Florida limited partnership (the “Partnership”), was formed under and pursuant to the Florida Uniform Limited Partnership Act on ______, 1991; and

WHEREAS, [Describe history of partnership agreements] (the “Existing Partnership Agreement”); and

WHEREAS, the Partnership has issued a ninety percent (90%) general partner interest to

the General Partner and admitted the General Partner as the sole general partner of the Partnership; and

WHEREAS, the General Partner and the Limited Partners desire to enter into this

Amended and Restated Agreement of Limited Partnership for the purpose of amending and restating the Existing Partnership Agreement and setting forth the rights and obligations of the General Partner and Limited Partners with respect to each other and the Partnership.

NOW, THEREFORE, the parties agree that the Partnership shall be governed by and operated pursuant to the terms of this Amended and Restated Agreement of Limited Partnership as hereinafter set forth.

ARTICLE I DEFINED TERMS

1.1 Defined Terms. The capitalized terms used in this Agreement shall have the respective meanings specified in this Article I or elsewhere specified in this Agreement. The singular shall include the plural, and the masculine gender shall include the feminine and neuter, and vice versa, as the context requires.

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“Act” means the Florida Revised Uniform Limited Partnership Act of 2005

(Florida Statutes, Chapter 620), as from time to time amended. “Affiliate” means, with respect to any Person, (a) any other Person directly or indirectly Controlling, Controlled by or under common Control with such Person; (b) any officer, director, employee, member, manager or partner of such Person; (c) if such Person is an officer, director, employee, member, manager or partner, any company for which such Person acts in any such capacity; and (d) any sibling, direct descendant, parent, grandparent or spouse of the specified Person. “Agreement” means this Amended and Restated Agreement of Limited Partnership of Sawyer’s Walk, Ltd., as amended from time to time. “Available Cash” means that sum of cash resulting from all business operations of the Partnership and any other income or funds derived from Partnership property which the General Partner reasonably determines to be available for distribution to the Partners after payment of all cash expenditures, including, but not limited to, to the extent applicable, taxes, principal and interest payments on all Partnership indebtedness (including loans from any of the Partners and their Affiliates to the Partnership), insurance, accounting and legal fees, supplies, ordinary and necessary business expenses and the setting aside of any amounts which are reasonably necessary as a reserve. “Bankruptcy” means the institution of any proceedings under federal or state laws for relief of debtors, including the filing of a voluntary or involuntary petition under the federal bankruptcy law or any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation or dissolution or similar relief under federal or state laws, an adjudication as insolvent or bankrupt, an assignment of property for the benefit of creditors or the taking of any other similar action for the protection or benefit of creditors, the appointment or the acquiescence to the appointment of a receiver, trustee, liquidator or a conservator of any substantial portion of the assets of a Person or the seizure by a sheriff, receiver, trustee, or conservator of substantially all of a Person’s assets, and the failure to move to obtain the dismissal of any such proceeding or action or the failure to obtain the removal of a conservator, receiver, liquidator or trustee within sixty (60) days after the occurrence of such event. “Capital Account” means, with respect to each Partner, the account established and maintained for the Partner on the books of the Partnership in compliance with Regulation Sections 1.704-1(b)(2)(iv) and 1.704-2, as amended. Subject to the preceding sentence, each Partner’s Capital Account will initially equal the amount of cash and fair market value of property contributed or deemed contributed by such Partner to the Partnership, and throughout the term of the Partnership will be (i) increased by the amount of (A) income and gains allocated to such Partner pursuant to the provisions of Article VII, and (B) the amount of any cash and the fair market value of any property (net of liabilities secured by the property that the Partnership is considered to assume or take subject to) subsequently contributed by such Partner to the Partnership, and (ii) decreased by the amount of (A) losses and deductions allocated to such Partner pursuant to the provisions of Article VII, and (B) the amount of distributions in cash and

3

the value of distributions of property (net of liabilities secured by the property that the Partner is considered to assume or take subject to) distributed to such Partner. “Capital Contributions” means the amount of cash and the agreed value of property contributed by a Partner for its Interest in the Partnership. “Certificate” means the Certificate of Limited Partnership required by the Act in connection with the formation of the Partnership filed with the Secretary of State of Florida on _______________, 1991, as it may be amended from time to time. “Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provision or provisions of succeeding law). “Current Payment Termination Date” means the date that the Partnership closes on construction financing for the Project. “Fiscal Year” means the fiscal year of the Partnership used for federal income tax purposes, which shall be the calendar year. “General Partner” has the meaning set forth in the introductory paragraph hereto.

“Gross Asset Value” shall mean, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the fair market value of such asset as determined by the General Partner;

(ii) the Gross Asset Value of each Partnership asset shall be adjusted to equal its respective gross fair market value as of the following times: (1) the acquisition of an additional Interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (2) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets as consideration for an Interest in the Partnership; or (3) the liquidation of the Partnership within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (1) and (2) above shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership;

(iii) the Gross Asset Value of any Partnership asset distributed to any Partner shall be the fair market value of such asset on the date of distribution as determined by the General Partner; and

4

(iv) the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted pursuant to this clause (iv) to the extent the General Partner reasonably determines that an adjustment pursuant to clause (ii) hereof is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to clauses (i), (ii), or (iii) above, such Gross Asset Value shall thereafter be adjusted by the depreciation or amortization deductions taken into account with respect to such asset for purposes of computing the Partnership’s taxable income.

“Interest” means the entire ownership interest of a Partner in the Partnership at any particular time expressed as a percentage of all Interests (both general and limited) in the Partnership (viz. 100%), including, without limitation, the right of such Partner to any and all benefits, allocations and distributions to which a Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Partner to comply with all of the terms and provisions of this Agreement and of the Act. The Interest of each of the Partners as of the date hereof is as set forth on Exhibit “A” hereto. “Limited Partner” has the meaning set forth in the introductory paragraph hereto. “Original Partners” means Indian River Investment Communities, Inc., a Florida corporation, Bernice Sawyer and Bernice Sawyer Watson. “Partner” means the General Partner or any Limited Partner or any of their respective permitted assignees and transferees and “Partners” means collectively the General Partner and the Limited Partners and their respective permitted assignees or transferees. “Partnership” shall have the meaning set forth in the Recitals above. “Person” means an individual or entity, including, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, cooperative, or association and the heirs, executors, administrators, legal representatives, successors, and assigns of such Person where the context so requires. “Personal Representative” means an executor, administrator, trustee, committee, guardian, custodian, conservator, receiver or other legal representative of a Partner’s estate, as the case may be. “Preferred Return” means an amount equal to a simple annual rate of interest of nine percent (9%) on the daily Unreturned Capital of each Partner from the Current Payment Termination Date through the date that all of such Partner’s Unreturned Capital has been paid in full pursuant to Section 7.1(a)(ii) (with respect to the Original Partners) or Section 7.1(a)(iv) (with respect to the General Partner). The Preferred Return shall be paid in accordance with the

5

terms of Section 7.1(a)(i) (with respect to the Original Partners) and Section 7.1(a)(iii) (with respect to the General Partner). In the event any Partner transfers all or any portion of its Interest in accordance with the terms of this Agreement, its transferee shall succeed to the accrued Preferred Return of the transferor to the extent related to the transferred Interest. “Profits” and “Losses” shall mean for each Fiscal Year, an amount equal to the Partnership’s taxable income, gain or loss for such year or other period, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be separately stated pursuant to Section 703(a)(1) of the Code shall be included in taxable income or loss), with the following adjustments: (a) Any income of the Partnership that is exempt from federal income tax or otherwise described in Section 705(a)(1)(B) of the Code and not otherwise taken into account shall be added to such taxable income or loss;

(b) Any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code and non-deductible syndication costs described in Section 709 of the Code and not otherwise taken into account shall be subtracted from such taxable income or loss; and

(c) If the Gross Asset Value of any asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, in lieu of depreciation, amortization and other cost recovery deductions, there shall be taken into account depreciation for such Fiscal Year or other period equal to the amount that bears the same ratio to the Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction bears to the beginning adjusted tax basis, and in lieu of a gain or loss resulting from disposition of Partnership property and taken into account in computing taxable income or loss, there shall be taken into account gain or loss computed by reference to the Gross Asset Value of such Partnership property rather than its adjusted basis for federal income tax purposes.

(d) Items of income, gain, loss or deduction that are specifically allocated pursuant to Section 7.3 shall not be taken into account in calculating Profits and Losses.

“Project” shall have the meaning set forth in Section 3.1.

“Regulations” means the Treasury Regulations (including temporary regulations) promulgated under the Code by the Internal Revenue Service.

“Release

Condition Satisfaction” means the occurrence of all of the following:

(a) Approval of that certain Settlement Agreement between the City of Miami, the Southeast Overtown/Park West Community Redevelopment Agency and Miami-Dade County relating to Case No. 07-46851 CA 31 pending in the Circuit Court of the 11th Judicial Circuit in and for Miami Dade County (the “Reverter Litigation Settlement”) by all parties to such litigation; (b) Proper execution, delivery and recordation (as necessary) of all documents under the Reverter Litigation Settlement;

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(c) Approval and execution of that certain Amended and Restated South East Overtown/Park West Lease and Development Agreement between the Partnership and the Southeast Overtown/Park West Community Redevelopment Agency (the “Lease Agreement”); (d) Approval and execution of that certain Amended and Restated Settlement Agreement by and between the Partnership and the Southeast Overtown/Park West Community Redevelopment Agency and the City of Miami. (e) Approval of the Partnership as the developer of those certain parcels covered under the Lease Agreement, by either Miami-Dade County or the Miami-Dade County Board of County Commissioners pursuant to that certain 1983 Interlocal Cooperation Agreement dated April 19, 1983 by and between Miami-Dade County and the City of Miami. “Unreturned Capital” means on any day, with respect to a particular Partner, the amount of its aggregate prior actual or deemed Capital Contributions, less the aggregate of all prior distributions as of such date under Section 7.1(a)(ii) (with respect to the Original Partners) or Section 7.1(a)(iv) (with respect to the General Partner). In the event a Partner transfers all or any portion of its Interest in accordance with the terms of this Agreement, its transferee shall succeed to its Unreturned Capital to the extent it is related to the transferred Interest.

ARTICLE II FORMATION; NAME; TERM; REGISTERED AGENT AND OFFICE

2.1 Formation; Continuation. The Partnership was organized as a limited partnership

under the laws of the State of Florida on __________, 1991. The Partners hereby agree to continue the Partnership, and hereby expressly agree that the rights, duties and liabilities of the Partners shall be as provided in the Act, except as otherwise provided herein.

2.2 Name. The name of the Partnership is “Sawyer’s Walk, Ltd.” The General Partner may change the name of the Partnership. In addition, the General Partner may adopt such trade or fictitious names as it may deem appropriate. All trade or fictitious names shall be registered as is provided for by the relevant laws of the State of Florida, and may be registered or given such other legal protection as may be deemed advisable by the General Partner.

2.3 Term. The term of the Partnership commenced as of the date of filing of the

Certificate and shall continue in perpetuity, unless sooner terminated as provided in Article XI hereof or under the Act.

2.4 Principal Place of Business and Mailing Address. The principal place of business

and mailing address of the Partnership shall be as set forth in the Certificate. The General Partner may from time to time change the principal place of business and/or mailing address of the Partnership. In addition, the General Partner may establish additional places of business and offices for the Partnership to the extent it deems same advisable.

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2.5 Registered Agent and Office. The registered agent and office as required to be maintained by Section 620.1114 of the Act shall be as set forth in the Certificate. At any time, the General Partner may designate another registered agent and/or registered office.

ARTICLE III PURPOSE; BUSINESS; POWERS

3.1 Purpose of Business. The Partnership’s sole business and purpose shall be to

develop and construct a mixed use project including housing, retail and other commercial space located on real property located in the Overtown neighborhood of Miami, Florida (the “Project”), and to engage in any and all activities incidental thereto. The Partnership shall have the power and authority to do all things necessary or convenient to accomplish its purpose and operate its business as described in this Section 3.1.

3.2 Title to Partnership Property. All property owned by the Partnership shall be

owned by the Partnership as an entity and, insofar as permitted by applicable law, no Partner shall have any ownership interest in any Partnership property in its individual name or right, and each Partner’s Interest shall be personal property for all purposes.

ARTICLE IV NAMES AND ADDRESSES OF PARTNERS

4.1 General Partner. The General Partner is SkyTown, LLC, with principal offices at

2950 SW 27th Avenue, Suite 200, Miami, FL 33133.

4.2 Limited Partners. The name and address of each Limited Partner shall be set forth on Exhibit “A” to this Agreement, as amended from time to time.

ARTICLE V

CAPITAL CONTRIBUTIONS AND LOANS

5.1 General Partner. The General Partner has contributed the sum specified on Exhibit “A” to this Agreement to the capital of the Partnership.

5.2 Limited Partners. The Limited Partners have contributed or been deemed to have contributed the sum specified on Exhibit “A” to this Agreement to the capital of the Partnership.

5.3 No Additional Capital Contributions. No Partner shall be required to make any additional contributions to the capital of the Partnership, except to the extent specifically set forth herein.

5.4 No Interest on Capital Contributions. No Partner shall be paid interest on any amounts treated as Capital Contributions to the Partnership.

5.5 Return of Capital Contributions. Except as otherwise provided in this Agreement, no Partner shall have the right or be entitled to withdraw, or receive any return of, its, his or her

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Capital Contributions or to receive distributions of or against capital without the prior written consent of, and upon the terms and conditions determined by, the General Partner.

5.6 Additional Capital. In the event that at any time (or from time to time), the General Partner determines in its sole discretion that the Partnership requires additional funds in order to fund any Partnership expenses (other than as set forth in Section 5.7 below), the General Partner may, but shall not be obligated to, (a) obtain a loan on behalf of the Partnership from a third party lender for an amount equal to such additional funds, on such terms as the General Partner and the third party lender may agree, or (b) make an additional Capital Contribution in the required amount. Any such additional Capital Contribution made by the General Partner shall be added to the General Partner’s Capital Account and Unreturned Capital, and shall accrue the Preferred Return as contemplated herein.

5.7 Special Additional Capital Contributions. Notwithstanding Section 5.6 above, the

General Partner hereby agrees, on July ___, 2011 and on the first day of each calendar month thereafter and ending upon the Current Payment Termination Date, to make an additional Capital Contribution to the Partnership in the amount of $10,000 on each of July __, 2011, August 1, 2011 and September 1, 2011, and in the amount of $15,000 on the first day of each calendar month thereafter (or if such day is not a business day, on the first business day thereafter), until the Current Payment Termination Date. The General Partner shall have no obligation to make any additional Capital Contributions pursuant to this Section 5.7 after the Current Payment Termination Date. Any additional Capital Contribution made by the General Partner pursuant to this Section 5.7 shall be added to the General Partner’s Capital Account and Unreturned Capital, shall accrue the Preferred Return as contemplated herein and shall be promptly distributed to the Original Partners pursuant to Section 7.1(b). In the event that the General Partner defaults in its obligation to make any Capital Contribution contemplated by this Section 5.7 at any time prior to the occurrence of Release Condition Satisfaction, and if such default remains uncured for thirty (30) days after the General Partner’s receipt of written notice of such default, then the General Partner shall withdraw from the Partnership pursuant to Section 9.7 hereof. In the event that the General Partner defaults in its obligation to make any Capital Contribution contemplated by this Section 5.7 at any time after the occurrence of Release Condition Satisfaction, and if such default remains uncured for thirty (30) days after the General Partner’s receipt of written notice of such default, then the Limited Partners holding a majority of the Interests held by all Limited Partners shall have the right to remove the General Partner as general partner of the Partnership (in which event the General Partner’s Interest shall be converted to that of a Limited Partner) and the right to appoint a successor General Partner.

ARTICLE VI COMPENSATION OF AND PAYMENTS

TO THE PARTNERS AND THEIR AFFILIATES

6.1 Compensation Generally. Except as may be otherwise specifically provided in or restricted by this Agreement, the Partnership may, with the approval of the General Partner, enter into transactions, contracts, agreements or arrangements of every kind and type, and may contract with the General Partner, any Limited Partner and/or their respective Affiliates or other

9

Persons affiliated with the Partnership to provide loans to or services or materials for the Partnership, or any Affiliate thereof. In addition, the General Partner may be reimbursed by the Partnership for any reasonable out-of-pocket costs and expenses incurred by it on behalf of the Partnership and in furtherance of the business and purposes of the Partnership.

6.2 Payment of Compensation. Any commissions, fees, interest or other compensation authorized to be paid to a Partner or an Affiliate of a Partner, shall constitute an expense of the Partnership and shall be payable to such Partner or its Affiliate, as the case may be, on the same basis and with the same priority as any other amounts payable by the Partnership to third-party creditors, however, subject to any limitations specifically agreed to between such Partner or its Affiliate and the Partnership; it being understood that, with respect to the payment of such commissions, fees or other compensation, the relationship between the Partnership and such Partner (or its Affiliate, as the case may be) shall be that of debtor-creditor.

ARTICLE VII PROFITS AND LOSSES; DISTRIBUTIONS

7.1 Distributions.

(a) Distributions of Available Cash. Except as set forth in Section 7.1(b)

below, Available Cash (to the extent thereof) shall be distributed at such times and in such amounts as the General Partner may determine as follows:

(i) First, to the Original Partners, pro rata in accordance with their respective accrued and unpaid Preferred Return, until each Original Partner has received aggregate distributions under this Section 7.1(a)(i) equal to the amount of its Preferred Return;

(ii) Second, to the Original Partners who as of the date of such

distribution have outstanding Unreturned Capital on a pro rata basis in accordance with the amount of their respective Unreturned Capital, until each such Original Partner’s Unreturned Capital has been returned in full pursuant to this Section 7.1(a)(ii);

(iii) Third, to the General Partner until it has received aggregate

distributions under this Section 7.1(a)(iii) equal to the amount of its Preferred Return;

(iv) Fourth, to the General Partner until its Unreturned Capital has been returned in full pursuant to this Section 7.1(a)(iv); and

(v) Thereafter, to the Partners, pro rata in accordance with their

Interests.

(b) Special Distributions. Notwithstanding Section 7.1(a) above, all Capital Contributions made by the General Partner pursuant to Section 5.7 shall be promptly distributed to the Original Partners, pro rata in accordance with their Interests.

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7.2 Allocation of Profits and Losses. After giving effect to Section 7.3, Profits and Losses for any Fiscal Year (or portion thereof) shall be allocated to the Partners in such manner that if the Partnership were to liquidate completely immediately after the end of such period and in connection with such liquidation sell all of its assets for cash for their then Gross Asset Values (i.e., without any Profits or Losses resulting therefrom) and satisfy all liabilities according to their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability): (a) the distribution by the Partnership of any remaining cash to the Partners in accordance with their respective positive Capital Account balances would correspond as closely as possible to the distributions that would result if the liquidating distributions had instead been made in accordance with the provisions of Section 7.1 (“Target Amount”), and (b) any resulting deficit Capital Account balances (after crediting or debiting Capital Accounts for Profits or Losses for such period) would correspond as closely as possible to the manner in which economic responsibility for Partnership deficit balances (as determined in accordance with the principles of Regulations under Section 704 of the Code) would be borne by the Partners under the terms of this Agreement. For purposes of applying this Section 7.2, a Partner’s Capital Account shall be increased by such Partner’s share of Partnership Minimum Gain and Partner Minimum Gain. If the allocation otherwise provided in this Section 7.2 would not cause the Capital Account balances to equal the Target Amount, the Partnership shall allocate items of income and gain or deduction and loss comprising Profit or Loss for the taxable year to make (as nearly as possible) the positive Capital Account balances of the Partners equal their respective Target Amount.

7.3 Other Allocation Provisions.

(a) Minimum Gain Chargeback. If there is a net decrease in “partnership minimum gain” (within the meaning of Regulation Section 1.704-2(d)) for a Fiscal Year, then there shall be allocated to each Partner items of income and gain for that year equal to that Partner’s share of the net decrease in partnership minimum gain (within the meaning of Regulation Sections 1.704-2(f)(2), (3) and (5)), provided, that if the Partnership has any discretion as to an exception set forth pursuant to Regulation Section 1.704-2(f)(5), the General Partner may exercise such discretion on behalf of the Partnership subject to the other terms or conditions of this Agreement. In the event that the application of the minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Partners, the General Partner shall request that the Internal Revenue Service waive the minimum gain chargeback requirement pursuant to Regulation Section 1.704-2(f)(4). The foregoing is intended to be a “minimum gain chargeback” provision as described in Regulation Section 1.704-2(f) and shall be interpreted and applied in all respects in accordance with that Regulation. Partner Minimum Gain Chargeback. If during a Fiscal Year there is a net decrease in partner nonrecourse debt minimum gain (as determined in accordance with Regulation Section 1.704-2(i)(3)), then, in addition to the amounts, if any, allocated pursuant to the preceding paragraph, any Partner with a share of that partner nonrecourse debt minimum gain (determined in accordance with Regulation Section 1.704-2(i)(5)) as of the beginning of the Fiscal Year shall, subject to the exceptions in Regulation Section 1.704-2(i)(4) (including the exceptions analogous to those in Regulation Sections 1.704-2(f)(2), (3) and (5), provided, that if a partnership has any discretion as to the exception set forth pursuant to Regulation Section

11

1.704-2(f)(5) as made applicable by Regulation Section 1.704-2(i)(4), the General Partner may exercise such discretion on behalf of the Partnership), be allocated items of income and gain for the year (and, if necessary, for succeeding years) equal to that Partner’s share of the net decrease in the partner recourse debt minimum gain. In the event that the application of the partner recourse debt minimum gain chargeback requirement would cause a distortion in the economic arrangement among the Partners, the General Partner shall request that the Internal Revenue Service waive the minimum gain chargeback requirement pursuant to Regulation Sections 1.704-2(f)(4) and 1.704-2(i)(4). The foregoing is intended to be the “chargeback of partner recourse debt minimum gain” required by Regulation Section 1.704-2(i)(4) and shall be interpreted and applied in all respects in accordance with that Regulation.

(b) Qualified Income Offset. If, during any Fiscal Year, a Partner unexpectedly receives an adjustment, allocation or distribution described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), which causes or increases a deficit balance in the Partner’s Adjusted Capital Account, there shall be allocated to the Partner items of income and gain (consisting of a pro rata portion of each item of Partnership income (including gross income, and gain for such year), in an amount and manner sufficient to eliminate such deficit. The foregoing is intended to be a “qualified income offset” provision as described in Regulation Section 1.704-2(b)(2)(ii)(d) and shall be interpreted and applied in all respects in accordance with that Regulation.

A Partner’s “Adjusted Capital Account,” at any time, shall equal the

Partner’s Capital Account at such time (i) increased by the sum of (A) the amount of the Partner’s share of partnership minimum gain (as defined in Regulation Sections 1.704-2(g)(1) and (3)), (B) the amount of the Partner’s share of partner nonrecourse debt minimum gain (as defined in Regulation Section 1.704-2(i)(5)), and (C) any amount of the deficit balance in its Capital Account the Partner is obligated to restore on liquidation of the Partnership and (ii) decreased by reasonably expected adjustments, allocations and distributions described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6).

(c) Partner Nonrecourse Deductions. Notwithstanding anything to the contrary in this Article VII, Partnership losses, deductions, or Section 705(a)(2) expenditures that are attributable to particular Partner nonrecourse liability shall be allocated to the Partner that bears the economic risk of loss for the liability in accordance with Regulation Section 1.704-2(i).

(d) Loss Limitation. Notwithstanding Section 7.2,

(i) The Losses allocated pursuant to Section 7.2 hereof to any Partner for any Fiscal Year shall not exceed the maximum amount of Losses that may be allocated to such Partner without causing such Partner to have a negative balance in its Adjusted Capital Account at the end of such Fiscal Year.

(ii) If some but not all of the Partners would have deficits in their Adjusted Capital Accounts as a consequence of allocations of Losses pursuant to Section 7.2, the limitations set forth in this Section 7.3(d) shall be applied by allocating Losses pursuant to this Section 7.3(d)(ii) only to those Partners who would not have a deficit in their Adjusted Capital

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Account as a consequence of receiving such an allocation of Losses (the allocation of such Losses among those Partners to be in proportion to their Interests).

(iii) If no other Partner may receive an additional allocation of Losses pursuant to Section 7.3(d)(ii), such additional Losses not allocated pursuant to Section 7.3(d)(ii) shall be allocated solely to those Partners who bear the economic risks for such additional Losses within the meaning of Section 704(b) of the Code and the Regulations thereunder.

(e) Reversal of Regulatory Allocations. To the extent that any item of income, gain, loss or deduction has been specifically allocated pursuant to this Section 7.3 and such allocation is inconsistent with the way in which the same amount otherwise would have been allocated under Section 7.2, subsequent allocations under Section 7.2 shall be made, to the extent possible, to negate as rapidly as possible the effect of all such inconsistent allocations.

(f) Distributions of Property. Solely for the purpose of adjusting the Capital Accounts of the Partners, and not for tax purposes, if any property is distributed in kind to any Partner, the difference between its fair market value (as determined in the reasonable judgment of the General Partner) and its book value at the time of distribution shall be treated as gain or loss recognized by the Partnership and allocated pursuant to the provisions of Section 7.2.

(g) Transfer of Partnership Interest. Except to the extent otherwise required by the Code and Regulations, if an Interest or part thereof is transferred in any Fiscal Year, the items of income, gain, loss, deduction and credit allocable to such Interest for such Fiscal Year shall be apportioned between the transferor and the transferee in proportion to the number of days in such Fiscal Year the Interest is held by each of them, except that, if they agree between themselves and so notify the General Partner within thirty (30) days after the transfer, then at their option, (i) all items or (ii) extraordinary items, including capital gains and losses, may be allocated to the Person who held the Interest on the date such items were realized or incurred by the Partnership. At the request of the transferee, the General Partner may in its sole discretion make the election provided for in Code Section 754.

(h) Curative Allocations. The allocation method set forth in this Article VII is intended to allocate profits, losses, income, gain, deduction and credit to the Partners for federal income tax purposes in accordance with their economic interests in the Partnership while complying with the principles of Sections 704(b), 704(c) and 752 of the Code and the Treasury Regulations promulgated thereunder. If in the opinion of the General Partner the allocation of profits, losses, income, gain, deduction and credit pursuant to the provisions of this Article VII shall not (i) satisfy the requirements of Sections 704(b), 704(c) and/or 752 of the Code or the Treasury Regulations promulgated thereunder, (ii) comply with any other provisions of the Code or Treasury Regulations, or (iii) properly take into account any expenditure made by the Partnership or any transfer of an Interest, then, notwithstanding anything to the contrary contained in the preceding provisions of this Article VII, profits, losses, income, gain, deduction and credit shall be allocated in such manner as the General Partner shall reasonably determine to be required so as to reflect properly (i), (ii) or (iii), as the case may be, and this Agreement shall be amended without any action on the part of the Partners to reflect any such change in the method of allocating profits, losses, income, gain, deduction and credit; provided, however, that

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any change in the method of allocating profits, losses, income, gain, deduction and credit shall not materially alter the economic agreement between the Partners.

7.4 Deficit Capital Accounts. Notwithstanding any other provision of this Agreement or applicable law to the contrary, no Partner shall be required or obligated to repay to the Partnership, any Partner or any creditor of the Partnership any portion or all of any deficit balance in such Partner’s Capital Account.

7.5 Priority of Partners. Except as otherwise specifically set forth herein, no Partner shall have any right to demand or receive property other than cash in any distribution and no Partner shall have any priority over any other Partner.

ARTICLE VIII MANAGEMENT OF PARTNERSHIP

8.1 Rights and Powers of the General Partner. The General Partner shall have and

exercise the full, exclusive and absolute right, power and authority to manage and/or conduct the businesses, affairs and operations of the Partnership, with all the rights, powers and authority generally conferred by the Act and/or any other applicable law necessary or advisable in connection therewith. The General Partner is hereby specifically authorized to take any and all acts and actions, to make any and all decisions and to do anything and everything it deems necessary, proper, convenient or advisable in conjunction with its foregoing rights, powers and authority and/or in connection with or related to the purposes of the Partnership and/or its businesses or affairs. The General Partner may, through any of its officers, employees or managers, execute and deliver, and bind the Partnership to, any contract, agreement, note, document or transaction of any kind or nature whatsoever. Notwithstanding anything to the contrary contained herein, the General Partner shall not have any authority to waive or release any claims of the Partnership against the City of Miami, the Southeast Overtown/Park West Community Redevelopment Agency, Miami-Dade County or any other Person associated with [DESCRIBE EXISTING LITIGATION AND SETTLEMENT AGREEMENT] until Release Condition Satisfaction has occurred.

8.2 Time Required. The General Partner and its Affiliates shall devote only such time to the affairs of the Partnership as the General Partner and any such Affiliates, in their sole and absolute discretion, shall deem appropriate.

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8.3 Other Business and Activities. Neither the General Partner nor its Affiliates shall be required to manage the Partnership as their sole and exclusive function and may have other business interests and may engage in activities other than those relating to the Partnership. Neither the Partnership nor any Partner shall have any right, by virtue of this Agreement or the Partnership relationship created hereby, in or to any other ventures or activities in which any Partner or any Affiliate of any Partner is involved or becomes involved or to the income or proceeds derived therefrom, and the Partners and Affiliates of any of the Partners may pursue other ventures and activities even if competitive with the business of the Partnership. No Partner or any Affiliate of any Partner shall be obligated to present any particular investment opportunity to the Partnership or the other Partners even if such opportunity is of a character which, if offered to the Partnership, would be taken by the Partnership, and such Partner and each Affiliate of such Partner shall have the right to take for its own account, or to recommend to others, any such particular opportunity.

8.4 Transactions with Affiliates. The validity of any transaction, agreement or payment involving the Partnership and a Partner or its Affiliates permitted by the terms of this Agreement shall not be affected by reason of the relationship between the Partnership and such Partner or its Affiliates.

8.5 Code Section 754 Election. The General Partner may, in its sole and absolute discretion, make (and if made, may revoke) the election referred to in Code Section 754, or any similar provision enacted in lieu thereof. Each of the Partners will, upon request, supply the information necessary to properly give effect to such election. Any costs incurred by virtue of the filing of such 754 election, including, without limitation, ongoing year to year accounting costs, shall be borne by the Partnership.

8.6 Powers, Rights and Liabilities of the Limited Partners.

(a) The Limited Partners shall not take any part or interfere in any manner in the management, control or conduct of the business or affairs of the Partnership, transact business for the Partnership, or have the right, power or authority to sign for or to bind in any manner the Partnership to any agreement or document or otherwise, nor shall the Limited Partners be permitted or required to consent to, acquiesce in, vote on or approve any action or act taken or decision made by the General Partner.

(b) Except as otherwise required under the Act or any other applicable law, the Limited Partners shall not have any personal liability whatsoever, whether to the Partnership, to any of the Partners or to the creditors of the Partnership, for the debts of the Partnership or for any of the losses of the Partnership beyond the amount of any distributions required to be returned to the Partnership pursuant to the Act.

8.7 Waiver of Partition. The Partners hereby waive any right of partition,

appraisement or any right to take any other action which otherwise might be available to them for the purpose of severing their relationship with the Partnership or their interest in assets held by the Partnership from the interest of the other Partners.

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ARTICLE IX

TRANSFER OF LIMITED PARTNERSHIP INTEREST 9.1 Restrictions on Transfer. Except as set forth in this Article IX, no sale,

assignment, transfer, encumbrance, hypothecation or other disposition (by operation of law or otherwise) shall be made by a Partner of the whole or any part of its, his or her Interest in the Partnership (including, but not limited to, its, his or her interest in the capital or profits of or distributions by the Partnership) without the prior written consent of the General Partner. In connection therewith and notwithstanding anything to the contrary contained in this Agreement, no transferee or assignee (whether such assignee or transferee has become an assignee or transferee by direct or indirect assignment or transfer, operation of law or other reason or cause) of an Interest in the Partnership (or any interest in the capital or profits of or distributions by the Partnership) shall be admitted as a substitute Partner of the Partnership without the prior written consent of the General Partner.

9.2 Effect of Assignment; Documents. In the event of any sale, assignment or transfer permitted under this Agreement and the consent by the General Partner to the substitution of the transferee or assignee as a substitute Partner, the Partnership shall not be dissolved or wound up, but instead shall continue as before with, however, the substitution of such new Partner. No such sale, assignment or transfer shall relieve the assignor from any of its obligations under this Agreement arising prior to such sale, assignment or transfer (it being understood that, except as otherwise provided herein, the assignor may be relieved of such obligations to the extent the same arise after such sale, assignment or transfer and the same are assumed in writing by the transferee). Additionally, notwithstanding the foregoing, as a condition to any sale, transfer or assignment by a Partner and it being admitted as a substitute Partner herein, the transferee or assignee must execute a counterpart to this Agreement (as amended) in form acceptable to the General Partner and agree to be bound by all of the terms and provisions hereof. Any Person admitted pursuant to the terms of this Agreement to the Partnership as a substituted Partner shall be subject to all of the provisions of this Agreement as if an original party to it, except as otherwise agreed to by the General Partner.

9.3 Effect of Noncompliance. Any assignment, sale, exchange or other transfer or encumbrance or hypothecation in contravention of any of the provisions of this Article IX shall be void, invalid and ineffectual and of no force or effect for all purposes, and shall not bind or be recognized by the Partnership. In particular, no transferee (by operation of law or otherwise) of an Interest in the Partnership (or any interest in the capital or profits of or distributions by the Partnership) in contravention of any of the provisions of this Article IX shall be admitted as or be deemed or become a substitute Partner without the prior written consent of the General Partner, which consent shall not be unreasonably withheld, conditioned or delayed.

9.4 Certain Permitted Transfers. Notwithstanding the restrictions contained in this Article IX, any Limited Partner (or any natural person who is a direct or indirect constituent thereof) may assign or transfer all or part of its, his or her Interest to his or her spouse, children, grandchildren and/or descendants or to a trust or other entity chiefly for the benefit of himself or herself, his or her spouse, children, grandchildren, and/or descendants, or to any corporation,

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partnership or other entity controlled by him or her, and such assignee or transferee shall be added or substituted (as the case may be) as a Limited Partner, provided that any such transferee shall agree in writing with the Partnership, as a condition to such transfer, to be bound by all of the provisions of this Agreement to the same extent as if such transferee were the current holder of the Interest. Any Limited Partner may transfer all or part of its, his or her Interest to any other Limited Partner.

9.5 Additional Limited Partners. Upon the prior written consent of the General Partner, a Person may be admitted as an additional limited partner of the Partnership for such consideration as the General Partner shall determine. Notwithstanding the foregoing, as a condition precedent to a Person being admitted as an additional limited partner, a Person must execute a counterpart to this Agreement (as amended) in form acceptable to the General Partner and agree to be bound by all of the terms and provisions hereof.

9.6 Bankruptcy, Death, Incompetency or Dissolution of a Limited Partner. Upon a

Limited Partner’s Bankruptcy, death, adjudication of mental incompetence or dissolution, such Limited Partner’s Personal Representative shall have all of the rights of such Limited Partner for the purpose of settling or managing his or her estate and with the prior written consent of the General Partner shall have the right (a) to become a substitute Limited Partner and/or (b) to assign all of the Limited Partner’s Interest to a beneficiary or an assignee who shall have the right to become a substitute Limited Partner upon such beneficiary or assignee executing this Agreement (as amended) and agreeing to be bound by all of the terms and provisions hereof. Such Bankruptcy, death, incompetency or dissolution of a Limited Partner shall not cause the dissolution or termination of the Partnership, and the business of the Partnership will continue.

9.7 Automatic Withdrawal of General Partner. Notwithstanding anything to the

contrary contained herein, the General Partner shall, for no consideration, immediately withdraw from the Partnership and assign its Interest to the Partnership in full redemption thereof:

(a) in the event that at any time prior to the date of Release Condition

Satisfaction the General Partner defaults in its obligation to make any Capital Contribution contemplated by Section 5.7, and if such default remains uncured for thirty (30) days after the General Partner’s receipt of written notice of such default; or

(b) in the event that Release Condition Satisfaction does not occur on or before October 7, 2015.

ARTICLE X LIABILITY AND INDEMNIFICATION

10.1 Liability of Partners. No Partner or Affiliate thereof and no officer, director,

partner, member, manager, employee, agent, successor or assign of a Partner or any Affiliate thereof shall be liable to the Partnership or the other Partners for any loss or damage incurred by reason of any act performed or omitted in connection with the activities of the Partnership or in dealing with third parties on behalf of the Partnership if such act or omission does not constitute

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a breach of this Agreement, fraud, willful misconduct or gross negligence. The General Partner shall not owe any duty whatsoever (fiduciary or otherwise) to any assignee or transferee of a Limited Partner’s Interest (whether such assignee or transferee has become an assignee or transferee of such Limited Partner or such Limited Partner’s Interest by direct or indirect assignment or transfer, operation of law or other reason or cause) and no such assignee or transferee shall have any right or standing to bring any action (derivative or otherwise) against the General Partner or the Partnership relating to the General Partner’s conduct concerning the Partnership or this Agreement, unless such assignee or transferee has become a substituted Limited Partner in the manner provided hereunder.

10.2 Indemnification of Partners. The Partnership, its receiver or its trustee, shall indemnify, save harmless and pay all judgments and claims against a Partner (or any Affiliate thereof) and any Partner’s or its Affiliate’s officers, directors, partners, members, managers, employees, agents, successors and assigns (individually an “Indemnified Party”) from any liability, loss or damage incurred by the Indemnified Party by reason of any act performed or omitted to be performed in connection with the activities of the Partnership or in dealing with third parties on behalf of the Partnership, including, without limitation, costs and attorneys’ and paralegals’ fees before and at trial and at all appellate levels, whether or not suit is instituted (which costs and attorneys’ and paralegals’ fees may be paid as incurred), and any amounts expended in the settlement of any claims of liability, loss or damage, provided that the act or omission of the Indemnified Party does not constitute a breach of this Agreement, fraud, willful misconduct or gross negligence by such Indemnified Party. The Partnership shall not pay for any insurance covering liability of the General Partner or of its officers, directors, members, managers, partners, employees, agents, Affiliates, successors and assigns for actions or omissions for which indemnification is not permitted hereunder; provided, however, that nothing contained herein shall preclude the Partnership from purchasing and paying for such types of insurance, including extended coverage liability and casualty and worker’s compensation, as would be customary for any Person owning, developing, managing and/or operating comparable property and engaged in a similar business or from naming a Partner and any of its Affiliates or any Indemnified Party as additional insured parties thereunder.

ARTICLE XI

DISSOLUTION AND TERMINATION OF THE LIMITED PARTNERSHIP

11.1 Dissolution.

(a) No act, thing, occurrence, event or circumstance shall cause or result in the dissolution of the Partnership, except that the happening of any one of the following events shall cause an immediate dissolution of the Partnership:

(i) The Bankruptcy, death or withdrawal (other than in connection with the sale of its Interest as permitted hereunder) or dissolution (other than an involuntary dissolution for failure to file an annual report with the Secretary of State of the State of Florida, provided that the General Partner is promptly reinstated after being notified of such involuntary dissolution) of or occurring with respect to the General Partner, unless all of the then remaining Partners agree in writing within ninety (90) days following any such withdrawal event to admit a

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new general partner and to continue the business of the Partnership;

(ii) The decision of the General Partner to dissolve the Partnership; or (iii) The sale, liquidation or other disposition of all or substantially all

of the assets of the Partnership, or, in circumstances where all or a portion of the purchase price is payable after the closing of the sale or disposition, the date that all such deferred payments have been received by the Partnership.

(b) Without limitation on the other provisions hereof, neither the assignment of all or any part of a Partner’s Interest permitted hereunder nor the admission of a new Partner nor the death, insanity, Bankruptcy, retirement, resignation or dissolution of a Limited Partner shall cause the dissolution of the Partnership. Except as otherwise specifically provided in this Agreement, each Partner agrees that, without the prior written consent of the General Partner, a Partner may not withdraw from or cause a voluntary dissolution of the Partnership. In the event any Partner withdraws from or causes a voluntary dissolution of the Partnership in contravention of this Agreement, such withdrawal or the causing of a voluntary dissolution shall not affect such Partner’s liability for obligations of the Partnership and such Partner shall be liable for all damages attributable to its, his or her breach of this Agreement.

(c) Dissolution of the Partnership shall be effective on the day on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the Certificate shall have been canceled and the assets of the Partnership shall have been distributed as provided in Section 11.2. Notwithstanding the dissolution of the Partnership, prior to the termination of the Partnership, as aforesaid, the business of the Partnership and the affairs of the Partners, as such, shall continue to be governed by this Agreement.

11.2 Winding Up and Liquidation.

(a) In the event of the dissolution of the Partnership for any reason, the General Partner shall commence to wind up the affairs of the Partnership and to liquidate its investments. The General Partner shall have full right and unlimited discretion to determine in good faith and in a reasonable manner the time, manner and terms of any sale or sales of the assets of the Partnership or any plan thereof pursuant to such liquidation having due regard to the activity and condition of the relevant market and general financial and economic conditions. Any proceeds from liquidation, together with any assets which the General Partner determines to distribute in kind, shall be applied in the following order:

(i) First, the expenses of liquidation and the debts of the Partnership, including, without limitation, the debts and expenses of the Partnership to any Partner and its Affiliates as permitted by this Agreement (but not including any fees or debts contemplated to be repaid in accordance with the remaining subdivision of this Section). Any reserves shall be established or continued which the General Partner deems reasonably necessary for any contingent or unforeseen liabilities or obligations of the Partnership arising out of or in connection with the Partnership or its liquidation. Such reserves shall be held by the Partnership for the purpose of disbursement in payment of any of the aforementioned contingencies, and at

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the expiration of such period as the General Partner deems advisable, the Partnership shall distribute the balance thereafter remaining in the manner provided in the following subdivision of this Section;

(ii) Thereafter, in accordance with Section 7.1.

(b) Any assets of the Partnership to be distributed in kind shall be distributed on the basis of the fair market value thereof and may be distributed to any Partner entitled to any interest in such assets as a tenant-in-common with all other Partners so entitled.

11.3 Termination and Cancellation. Upon the completion of the liquidation of the Partnership and the distribution of all Partnership funds, the Partnership shall terminate and the General Partner shall have the authority to execute and record a Certificate of Dissolution of the Partnership as well as any and all other documents required to effectuate the dissolution and termination of the Partnership.

ARTICLE XII ACCOUNTING AND REPORTING

12.1 Fiscal Year. The Fiscal Year of the Partnership shall end as of December 31 of

each year.

12.2 Partnership Records. The General Partner shall keep, or cause to be kept, full, accurate and complete records of all transactions of the Partnership. The General Partner shall keep the financial records and books of the Partnership on the accrual basis or cash basis for financial statement and tax purposes as determined from time to time by the General Partner.

12.3 Access to Partnership Records. Each Limited Partner, and its representatives who have been specifically so designated by such Limited Partner in a writing delivered to the General Partner, shall be permitted access to those records set forth in Section 620.1111 of the Act at the office of the Partnership during ordinary business hours upon reasonable request and shall have the right to inspect, audit, examine and make copies of extracts thereof at its expense; provided, however, that, notwithstanding anything to the contrary contained herein, no assignee or transferee of a Limited Partner or a Limited Partner’s Interest (whether such assignee or transferee has become an assignee or transferee of such Limited Partner by direct or indirect assignment or transfer, operation of law or other reason or cause) who has not become a substitute Limited Partner in the manner provided hereunder shall be permitted access to any books or records of the Partnership or be entitled to exercise any other rights or privileges of, or to be treated as, a Limited Partner of the Partnership for any purpose whatsoever. Specifically, but without limiting the generality of the foregoing, no such assignee or transferee shall have or be permitted to exercise any of the rights given to limited partners of a partnership (unless such assignee or transferee has become a substituted Limited Partner in the manner provided hereunder) pursuant to Section 620.1304 of the Act.

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12.4 Partnership Tax Returns. As soon as practical after the end of each Fiscal Year, the General Partner, at the expense of the Partnership, shall cause to be prepared by the Partnership’s accountants a federal partnership return of income for the Partnership and, in connection therewith, the General Partner shall make any available or necessary elections. The Partnership will furnish to each Partner information required to be set forth in such Partner’s Federal income tax return with respect to the Partnership within ninety (90) days after the end of each Fiscal Year, or as soon thereafter as such information is available from the Partnership’s accountants.

12.5 No Other Reports. Except as specifically required under this Agreement or otherwise specifically required by law, neither the Partnership nor the General Partner shall have any obligation to provide any Limited Partner or other Person with any other or further financial statements or reports or other information about or concerning the Partnership or its assets, or any access to any of the books and records of the Partnership or related to its assets.

ARTICLE XIII

BANK ACCOUNTS

13.1 Bank Accounts. The General Partner shall open and maintain a bank or money market account or accounts into which shall be deposited all funds of the Partnership. Withdrawals from such account or accounts shall be made upon the authorized signature or signatures of such Person or Persons as the General Partner shall designate.

ARTICLE XIV MISCELLANEOUS

14.1 Notices. Whenever any notice or other communication is required or permitted to

be given under any provision of this Agreement, such notice or other communication shall be in writing, signed by or on behalf of the Person giving the notice or other communication, and shall be served by (i) recognized local same day or next day delivery courier, (ii) registered or certified mail, with sufficient prepaid postage affixed to carry same to its destination, or (iii) Federal Express or other similar recognized overnight delivery service, in each instance with receipt requested and postage and/or delivery charges, as the case may be, paid by the party serving such notice; shall be deemed to have been given on the earlier to occur of the date of the actual delivery, or one day after delivered to Federal Express or other similar recognized overnight delivery service for next day delivery or, if mailed, three (3) days after the date mailed by certified or registered mail, return receipt requested, with postage prepaid; and shall be addressed to the respective address(es) of the Partner or Partners to whom such notice is to be given as set forth in this Agreement or Exhibit “A” hereto, or at such other address of which such Partner shall have given written notice to the other Partners as provided in this Section 14.1.

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14.2 Entire Agreement; Amendments. This Agreement contains the entire understanding among the parties hereto and supersedes any prior agreement and understanding between or among them, whether written or oral, respecting the within subject matters, and this Agreement may be amended only by a written agreement signed by all of the Partners; provided, that the General Partner may amend this Agreement without the consent of any Partners to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, to make ministerial changes to this Agreement, to provide for amendments that do not adversely affect any Partner or to reflect the admission of additional Partners or the issuance of additional Interests or classes of Interests in accordance with the terms hereof (including, without limitation, amending Exhibit “A”).

14.3 Binding Effect. Except as herein otherwise provided to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their legal representatives, heirs, successors and permitted assigns.

14.4 Applicable Laws. This Agreement and the rights of the Partners hereunder shall be governed by and interpreted and construed in accordance with the laws of the State of Florida.

14.5 No Third Party Beneficiary. Nothing contained in this Agreement is intended to benefit any third parties not specifically herein enumerated, and no Person is entitled to any benefits as a third party beneficiary hereunder on account of any obligation of the Partners to make capital or other contributions or loans hereunder or to make payments of any nature or to perform any other obligation as required hereunder; it being expressly understood that the benefits, duties and obligations of any of the parties hereto are solely and exclusively the rights and obligations of said parties and are not intended to benefit any third parties unless expressly stated herein.

14.6 Counterparts. This Agreement may be executed in several counterparts, and/or by the execution of counterpart signature pages which may be attached to one or more counterparts of this Agreement, and all so executed shall constitute one Agreement binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart. In addition, any counterpart signature page may be executed by any Partner wheresoever such Partner is located, and may be delivered by facsimile or other electronic transmission, and any such electronically transmitted signature pages may be attached to one or more counterparts of this Agreement, and such signature(s) shall have the same force and effect, and be as binding, as if original signatures executed and delivered in person.

14.7 Provisions Severable. In the event any sentence, paragraph, provision, section or article of this Agreement is declared by a court of competent jurisdiction to be void, such sentence, paragraph, provision, section or article shall be deemed severed from the remainder of the Agreement and the balance of the Agreement shall remain in effect.

14.8 Titles or Captions. Titles or captions in this Agreement are inserted only as a matter of convenience and are for reference only. Such titles and captions shall not be construed to define, limit, extend or describe the scope of this Agreement nor the intent of any provision.

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14.9 Number and Gender. Whenever required by the context hereof, the singular shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders, and vice versa.

14.10 Waiver. Any waiver by any party hereto of any of its rights or remedies under this Agreement or of any breach or violation of or default under this Agreement must be in writing and signed by the party to be charged thereunder and shall not constitute a waiver of any of its other rights or remedies or of any other or future breach, violation or default hereunder.

14.11 Further Assurances. The parties hereby agree from time to time to execute and deliver such further and other documents, certificates, instruments and amendments and to do all matters and things which may be convenient or necessary to more effectively and completely carry out the intentions and purposes of this Agreement.

14.12 Construction of Agreement. The parties acknowledge that this Agreement has been negotiated by the parties hereto and their respective legal counsel and shall not be construed in any manner against the draftsman hereof.

14.13 Fees and Costs. In any suit or other proceeding by any Partner to enforce the terms and provisions of this Agreement, the prevailing party shall be entitled to all reasonable costs and expenses incurred by it in connection therewith (including, without limitation, reasonable attorneys’ and paralegals’ fees and costs incurred before and at any trial and at all appellate levels), as well as all other relief granted or awarded in such suit or other proceeding.

14.14 Legal Counsel. Legal counsel for a Partner or one of its Affiliates may represent

the Partnership in connection with legal work or issues arising in connection with the Partnership. Each Partner recognizes and acknowledges that any such counsel will be acting as legal counsel for the Partnership with respect to each such matter and shall not be acting as the legal counsel of any individual Partner. Each Partner further recognizes and accepts that its interest with respect to any such matter may be adverse to the interests of the other Partners and of the Partnership. Each Partner nevertheless consents to the representation of the Partnership by such counsel with respect to each such matter and waives for the benefit of each other Partner and of such counsel any potential or actual conflict of interest between or among such Partners and between any such Partners and the Partnership. Each Partner acknowledges that in the event of any future dispute or litigation between or among the Partners and/or between any of the Partners and the Partnership, such counsel may continue to represent its Partner client, notwithstanding any such dispute and its prior representation of the Partnership.

14.15 Advice from Independent Legal Counsel; Voluntary Agreement.

Notwithstanding Section 14.14, the Partners represent and warrant that (a) each of them is represented by legal and tax counsel of its choice, (b) each of them has consulted with such counsel regarding this Agreement, (c) each of them is fully aware of the meaning and the tax and other consequences of the provisions contained herein, (d) except as set forth herein, each of them has not relied in any way on any representation or other statement made by any other Partner or its legal or tax counsel or by any other Person and (e) each of them has entered into this Agreement voluntarily and without coercion or duress of any kind.

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[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, all of the Partners of the Partnership have executed this Agreement effective the day and year first above written. GENERAL PARTNER:

SKYTOWN, LLC, a Florida limited liability company

By: Matthew S. Greer, President

LIMITED PARTNERS:

INDIAN RIVER INVESTMENT COMMUNITIES, INC., a Florida corporation

By: Name: Title: BERNICE SAWYER BERNICE SAWYER WATSON

SIGNATURE PAGE – SAWYER’S WALK, LTD. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

#1009437 v3 25

EXHIBIT “A”

PARTNERS OF SAWYER’S WALK, LTD.

Name Address Capital Contribution

Percentage Interest

GENERAL PARTNER:

SkyTown, LLC 2950 SW 27th Avenue

Suite 200 Miami, FL 33133

$_____ 90%

LIMITED PARTNERS:

Indian River Investment Communities, Inc.

c/o [ ] [address] $_____ __%

Bernice Sawyer c/o [ ] [address] $_____ __%

Bernice Sawyer Watson c/o [ ] [address] $_____ __%

TOTAL: $____ 100.00%

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EXHIBIT R

NEW SAWYER'S WALK PARTNERS

General Partner: SkyTown, LLC 90% Limited Partners: Indian River Investment Communities, Inc. 5% Bernice Sawyer 2.5% Bernice Sawyer Watson 2.5%

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EXHIBIT S

ORGANIZATIONAL DOCUMENTS FOR SKYTOWN

#5875533_v8

.lu1y 5, 2011

SKYTOWN / ¡LC2950 SW 27TH AVENUE,MrAMr, FL 33133

FLORIDA DEPARTMENT OF STATEDvrsion o f Corporatiors

SUITE 2OO

The Articles of Organization for SKYTOWN/ LLC were filed on ,-Tuly 1, 2011,and assigned document number L11000077034. P1ease refer to this numberwhenever corresponding with this office.

The certification you requested ís enclosed. To be official, thecerÈífícation for a certified copy must be attached to the origína]document number that was el-ectronically submitted and fil-ed under FAXaudit number H11000172588.

To maintain "active'r sLatus with the Divísion of Corporations/ an annualreport must be filed yearly between January 1st and May lst begínning inthe year foJ-lowing the fil-e date o¡ effective date indicated above. Ifthe annuaL report is not filed by May lst, a $400 late fee wil-I be added.It is your responsibility to remeniber to file youx annual report ín atimely manner.

A Federal Emptoyer Identificatíon Number (FEI/EIN) will be required when.thís report is filed. Contact the IRS at 1-800-829-4933 for an SS-4 formor go to www. irs. gov.

Please be av¡are if the limited liability company address changes, it isthe responsibility of the limited liability to notify this office.

Shou1d you have any questions regarding this matter, please contact thisoffice at the address gíven be1ow.

Deborah BruceRegulatory SpecÍal-ist IIRegí strat ion/ 8ua l- ificat ion SectíonDívísion of Corporations Letter Number: 311400015952

P.O BOX6327 - TaJlahassee, Flonda 37314

I certify the attached is a true and correct copy of the Articles ofOrganization of SKYTOWN/ LLC, a limited liability company organized underthe laws of the state of FJ-orida, fiLed on .Tu1y 1, 2OtI , as shown by therecords of this office.

I futher certify the document was electronícaIIy received under FAX auditnumber 811000172588. This certificate is issued in accordance withseclion 15.16, Florida Statutes, and authenticated by the code noted be

The docunent number of this limited líabílity company is L11000077034.

Authentícation Code : 3 11.A0 0 0 15952-07 05 11-L110 0 0 077 034-1/ 1

Given under my hand and theGreat SeaL of the State of Florida,at Tallahassee, the cepital, this theFif th day of 'IuJ-y, 2 0 11

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Hl1000172588

ARTICLES'OF' ORGAIüUA,TION OFSKYTOWN,LLC

The undersignd for the purpose of forming a limited liability company under the Flo¡ida

Limitd Liability Company Act, Ftorida StatutÞs Chapter 608, as amended, hereby makes,

aclorowledges and files fle following Articles of Organization

ARTICLEI.NAME

The name of the limiæd liability company is SþTown, LLC (rhe .,Company').

ARTICI-E II - ADDRESS

. The mailing address and sheet address ofthe princþal ofñce ofthe Company is 2950 SW27ù Avenue, Suiæ 200, Miami, Floricla 33133.

ARTICLE M - DURATON

The period of duration for tho Company shall be perpetual,

ARTCLETV - REGISTERED OFFICE AND AGENT A]\ID ADDRESS

. The name and street address of the registered agent of the Company in the State of Floridaare:

Name Address

K. Taylor White 150 West Fiagler StreetMuseum Tower, Suite 2200Miami, Florida 33130

Hl1000172588

Hr 1000172588

IN WITNESS WHEREOF, ihe undersigned has made and subsc¡ibed these Articles of

Organization this 1$ clay ofluly 2011.

, 4'r n

K. Taylor'W!ffe, -

Authorized Representative

REGISTERED AGEI{T'S ACCEPTANCE

Having been named as registered agent and to accept service ofprocess for SþTown, LLC at

the place designaæd in this certifioate, the undersigned hereþ accepts the appointment as registered

agent and agrees to act in llis capacity. The rmdersigrred furthor agtees to comply with theprovisions of all statutes relating to the proper and complete performance of his duties, and isfamiliar with and accepts the obligations of his position as registered agent as provided for inChapûa 608, Florida Statutes.

Dated: July 1, 2011

H11000172588

OPERATING AGREEMENT OFsKYTO\ilN, LLC

THIS OPERATING AGREEMENT (this "Agreement") is entered into by theundersigned (the "Member"), effective as of the l't day of July, 201I (the "ElFfeç!ive.Ðate,").

RECITALS

V/HEREAS, SkyTown,LLC, a Florida limited liability company (the "Company"), has

been formed by the filing of Articles of Organization (the "44þles") with the Florida Secretaryof State pursuant to the Florida Limited Liability Company Act (the "Act"); and

V/HEREAS, the Member, as the sole member of the Company, desires to enter into thisAgreement in order to set forth the terms and conditions of the business and affairs of theCompany and to determine the rights and obligations of its member, manager and officers.

NOV/, THEREFORE, the Member, intending to be legally bound by this Agreement,hereby agrees that the limited liability company operating agreement of the Company shall be as

follows:

1. Organization. The Member duly formed the Company by the filing of the Articleswith the Florida Secretary of State. The Member hereby organizes the Company as a single-member Florida limited liability company pursuant to the provisions of the Act.

2. Name. The name of the limited liability company is "SkyTown, LLC." TheManager may change the Company's name at any time by filing an amendment to the Articleswith the Florida Secretary of State, and the Company may conduct business under such assumed

or fictitious names as the Manager deems advisable.

3. Principal Business Office. The principal business office of the Company shall be

located at 2950 SW 27th Avenue, Suite 200, Miami, FL 33133, or such other location as mayhereafter be determined by the Manager.

4. Registered Office. The address of the registered office of the Company in theState of Florida is initially as set forth in the Articles. The Manager may change the Company'sregistered offrce at any time.

5. Registered Agent. The name and address of the registered agent for service ofprocess of the Company is initially as set forth in the Articles. The Manager may change theCompany's registered agent at any time.

6. Articles. The Company was organized as a Florida limited liability company onJuly 1, 20ll by the filing of the Articles with the Florida Secretary of State. K. Taylor

'White,

Esq. is hereby acknowledged as an "authorized representative" of the Company within the

meaning of the Act for the purpose of executing, delivering and filing the Articles with theFlorida Secretary of State. His powers as an "authorized representative" have ceased, and theManager or its designee hereafter shall be the sole designated "authorized representative" withinthe meaning of the Act. The Manager or an officer shall execute, deliver and flle any othercertificates (and any amendments and/or restatements thereof) necessa.ry for the Company toqualif,' to do business in any other jurisdiction in which the Company may wish to conductbusiness.

7. Purpose: Powers. The purpose of the Company shall be to engage in any lawfulact or activity and to exercise arìy powers permitted to limited liability companies organizedunder the laws of the State of Florida. The Company shall have all powers of a limited liabilitycompany under the Act and the power and authority to do all things necessary or convenient toaccomplish its purpose and operate its business as described in this Section 7.

8. Capital. The name, address and value of the initial capital contribution of theMember shall be set forth on Schedule A attached hereto. The Member shall have no obligationto make any additional capital contributions to the Company. The Member may make additionalcontributions of capital to the Company as the Member determines are necessary, appropriate ordesirable. The provisions of this Agreement, including this Section 8, are intended to benefit theMember and, to the fullest extent permiued by law, shall not be construed as conferring anybenefit upon any creditor of the Company (and no such creditor of the Company shall be a third-party beneficiary of this Agreement) and the Member shall not have any duty or obligation to anycreditor of the Company to make any capital contribution to the Company.

9. Riehts. Power and Authority of the Manager.

(a) Management by the Manager. Matthew S. Greer is hereby appointed as

the manager of the Company (the "Manager"). The Manager, acting alone, shall have the fulland exclusive right, power and authority to manage the affairs and business of the Company and

to bind the Company, to make all decisions with respect thereto and to do or cause to be done anyand all acts or things deemed to be necessary, appropriate or desirable to carry out or further theaffairs and business of the Company. Any act by the Company, except those acts for whichauthority has been specifically delegated to an officer or other person, shall require theaffrrmative act or consent of the Manager. In performing his duties, the Manager shall be entitledto rely on information, opinions, reports or statements, including financial statements and otherfinancial data, in each case, prepared and presented by one or more agents or employees of theCompany whom such Manager reasonably believes to be reliable and competent in the matterspresented or counsel, public accountants or other persons as to matters which such Managerreasonably believes to be within such person's professional or expert competence. The Managershall not be liable for actions taken as a manager of the Company, or for failure to take actions, ifsuch Manager performed his or her duties in compliance with this Section 9(a). The Managermay be removed, with or without cause, by the Member. In the event of the removal, resignationor death of the Manager, the Member shall promptly designate a successor Manager.

a

(b) Delegation of Authoritv to Offrcers. The Manager may elect a President, aSecretary, a Treasurer and one or more Vice-Presidents and such other offrcers and assistant

offrcers and agents of the Company as may be deemed desirable by the Manager. Any two (2) ormore offices may be held by the same person. No offrcer shall be deemed a "maÍtager" of theCompany as such term is defined in the Act. All officers shall serve until their respectivesuccessors are appointed by the Manager and qualified. The Manager may delegate such general

or specific authority to the offrcers of the Company as he may from time to time considerdesirable, and the officers of the Company may, subject to any restraints or limitations imposedby the Manager, exercise any authority granted to them. Any vacancy occurring among theofficers of the Company may be filled by the Manager. A person elected to fill a vacancy shallhold office only until his or her successor shall have been duly elected and qualified. Any officerof the Company may be removed, with or without cause, by the Manager. Any officer of theCompany may resign upon written notice being made to the Company. The resignation iseffective upon receipt of the written notice by the Company.

(c) Execution of Documents. Notwithstanding anything to the contrarycontained in this Agreement, all contracts, agreements, documents or instruments purporting tobind the Company or to convey or encumber assets of the Company shall be signed by theManager or an officer, after obtaining the approval required by this Agreement, if any.

10. Liabiliqv of the Member. Manager and Officers. Except as otherwise provided bythe Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort orotherwise, shall be solely the debts, obligations and liabilities of the Company, and neither theMember, the Manager nor any officer shall be obligated personally for any such debt, obligationor liability of the Company solely by reason of being a member, manager or officer of theCompany.

11. Exculpationandlndemnification.

(a) Neither the Member, Manager nor any offrcer, employee or agent of theCompany nor any employee, representative, agent or afhliate of the foregoing (collectively, the"Covered Persons") shall, to the fullest extent permitted by law, be liable to the Company or anyother person that is a party to or is otherwise bound by this Agreement, for any loss, damage orclaim incurred by reason of any act or omission performed or omitted by such Covered Person ingood faith on behalf of the Company and in a manner reasonably believed to be within the scope

of the authority conferred on such Covered Person by this Agreement, except that a CoveredPerson shall be liable for any such loss, damage or claim incurred by reason of such CoveredPerson's gross negligence or willful misconduct.

(b) To the fullest extent permitted by applicable law, a Covered Person shallbe entitled to indemnification from the Company for any loss, damage or claim incurred by such

Covered Person by reason of any act or omission performed or omitted by such Covered Person

in good faith on behalf of the Company and in a manner reasonably believed to be within thescope of the authority conferred on such Covered Person by this Agreement, except that no

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Covered Person shall be entitled to be indemnified in respect of any loss, damage or claimincurred by such Covered Person by reason of such Covered Person's gross negligence or willfulmisconduct with respect to such acts or omissions; plqvidçd, however, that any indemnity underthis Section 11 by the Company shall be provided out of and to the extent of Company assets

only, and the Member shall not have personal liability on account thereof.

(c) To the fullest extent permitted by applicable law, expenses (includinglegal fees) incurred by a Covered Person defending any claim, demand, action, suit or proceeding

shall, from time to time, be advanced by the Company prior to the final disposition of such claim,demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on

behalf of the Covered Person to repay such amount if it shall be determined that the CoveredPerson is not entitled to be indemnified as authorized in this Section 1 1.

(d) To the fullest extent permitted by applicable law, a Covered Person shallbe fully protected in relying in good faith upon the records of the Company and upon such

information, opinions, reports or statements presented to the Company by any person as tomatters the Covered Person reasonably believes are within such other person's professional orexpert competence and who has been selected with reasonable care by or on behalf of theCompany, including information, opinions, reports or statements as to the value and amount ofthe assets, liabilities, or any other facts pertinent to the existence and amount of assets fromwhich distributions to the Member might properly be paid.

(e) To the extent that, at law or in equity, a Covered Person has duties(including fiduciary duties) and liabilities relating thereto to the Company or to any otherCovered Person, to the fullest extent permitted by applicable law, a Covered Person acting underthis Agreement shall not be liable to the Company or to any other Covered Person for its goodfaith reliance on the provisions of this Agreement or any approval or authorization granted by theCompany or any other Covered Person. The provisions of this Agreement, to the extent that theyeliminate or restrict the duties and liabilities of a Covered Person otherwise existing at law or inequity, are agreed by the Member to replace such other duties and liabilities of such CoveredPerson to the fullest extent permitted by applicable law.

(g) The foregoing provisions of this Section 1 1 shall survive any termination,amendment or other modification of this Agreement.

12. Dissolution and Winding-up of the Company. The Company shall be dissolvedupon the first to occw of the consent of the Manager or the entry of a decree of judicialdissolution under the Act.

13. Severabilitv of Provisions. Each provision of this Agreement shall be consideredseverable and if for any reason any provision or provisions herein are determined to be invalid,unenforceable or illegal under any existing or future law, such invalidity, unenforceability orillegality shall not impair the operation of or affect those portions of this Agreement which are

valid, enforceable and legal.

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14. Entire Agreement. This Agreement constitutes the entire agreement of theMember with respect to the subject matter hereof. Notwithstanding any other provision of thisAgreement, the Member agrees that this Agreement constitutes a legal, valid and bindingagreement of the Member, and is enforceable against the Member in accordance with its terms.

15. Governing Law. This Agreement shall be governed by and construed under thelaws of the State of Florida (without regard to conflict of laws principles), all rights and remediesbeing governed by said laws.

ISTGNATURE PAGE FOLLOV/SI

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IN WITNESS WHEREOF, this Agreement has been made and executed by the Membereffective as of the date first u¡ritten above.

liability comllany

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SCHEDULE A

NAME, ADDRESS AND IIIITIALCAPITAL CONTRIBUTION OF' THE MEMBER

Name of Member Address of Member

1754,LLC 2950 SV/ 27- Avenue

Suite 200

Miami, Florida 33133

$10.00

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