MEMORANDUM OF UNDERSTANDING

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MEMORANDUM OF UNDERSTANDING Powered By Docstoc
					THIS DOCUMENT PREPARED BY AND
RETURN RECORDED COPY TO:
Wesley C. Powell
Assistant City Attorney
City of Orlando, Florida
400 South Orange Avenue
Orlando, FL 32801-3302
407-246-2295


           DOWNTOWN RESIDENTIAL INVESTMENT PROGRAM AGREEMENT
                       CAMDEN ORANGE COURT DEVELOPMENT


       THIS DOWNTOWN RESIDENTIAL INVESTMENT PROGRAM AGREEMENT (the
“Agreement”) is made and entered into this _____ day of _______________, 2005, (the
“Effective Date”) by and between the City of Orlando, Florida, a municipal corporation
organized and existing under the laws of the state of Florida (the “City”), the City of Orlando,
Florida Community Redevelopment Agency, an entity created pursuant to Part III of Chapter
163, Florida Statutes (the “CRA”), and Camden USA, Inc., a Delaware corporation authorized to
do business in the state of Florida (the “Developer”).


       WHEREAS, Developer is the contract purchaser of certain real property within the
Downtown Orlando Community Redevelopment Area (Downtown Redevelopment Area)
generally bounded by Colonial Drive on the North, Orange Avenue on the East, commercial
buildings on the South and the CSX railroad on the West, as more particularly described in
Exhibit A, attached hereto and incorporated herein, by reference (the “Property”); and

       WHEREAS, the Property, which once housed the Orange Court Hotel, has been
substantially vacant for the past fifteen (15) years, resulting in a decreased tax base, loss of jobs
and minimal on-site activity; and

        WHEREAS, the building located on the Property contains asbestos and is in a state of
deterioration and dilapidation that makes renovations and repairs impractical and economically
unfeasible; and

         WHEREAS, Developer desires to redevelop and revitalize the Property as a mixed-use
residential, retail and office development to be known as Camden Orange Court, consisting of +/-
two hundred fifty-three (253) multi-family residential apartments, +/- seven thousand two
hundred (7,200) square feet (s.f.) of ground floor retail space, +/- thirty thousand five hundred
fifty-six (30,556) square feet of office space, and related parking; and

        WHEREAS, the CRA was created as a public body corporate and agency of the City of
Orlando for the purpose of, among others, carrying out the community redevelopment purposes
of Ch. 163, Part III, Florida Statutes; and

      WHEREAS, the Project will help to achieve the goals of the Downtown Community
Redevelopment Area Plan (Downtown Outlook) to provide a downtown mixed-use, multi-family
residential, retail and office development, and to encourage other retail and office development in
the vicinity of the Project; and

        WHEREAS, the City and CRA are committed to the continual redevelopment and
revitalization of downtown Orlando, and like many cities and redevelopment agencies, have
focused on economic development to improve the local economy by attracting business, creating
jobs and expanding the tax base; and

        WHEREAS, the Community Redevelopment Act contained in Ch. 163, Part III, Florida
Statutes, authorizes the City and CRA to provide maximum opportunities for the rehabilitation
and redevelopment of property within a Community Redevelopment Area by private enterprise;
and

        WHEREAS, residential development is a key component to successful downtown
revitalization, and provides public benefits in the form of an expanded tax base, increased retail
demand, increased overall vitality, expanded customer base for existing businesses, efficient use
of existing infrastructure and encouragement of responsible development patterns; and

        WHEREAS, the CRA has adopted a Downtown Residential Investment Program that
provides incentives for residential development in the Downtown Redevelopment Area through a
tax increment recapture, and the residential portion of this redevelopment project is eligible for
such incentives; and

      WHEREAS, the City and CRA have agreed to provide a tax increment recapture to the
Developer pursuant to the Downtown Residential Investment Program, provided that the
Developer complies with certain performance benchmarks provided for herein; and

         WHEREAS, the City and CRA desire to encourage and accelerate the redevelopment of
the Property, thereby generating additional tax increment revenue in the Downtown
Redevelopment Area, enhancing the economic benefits to downtown Orlando, and providing
stability and potential for future development of adjacent properties.

       NOW, THEREFORE, in consideration of the premises and of the mutual covenants
herein contained, and such other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

Section 1. Recitals. The foregoing recitals are true and correct and are incorporated into and
made a part of this Agreement as if fully set forth herein.

Section 2.   Definitions. The following terms shall have the following meanings:

       “CRA” means the City of Orlando, Florida Community Redevelopment Agency for which
the City Council of the City of Orlando, Florida serves as the governing body, as previously
designated and established by Resolution dated February 11, 1980.


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       “CRA Debt” means all senior lien and second level junior lien debt service obligations of
the CRA under bonds or other form of debt currently outstanding or to be issued in the future
which pledge tax increment revenues on deposit in the Downtown Trust Fund (as defined herein).

       “Downtown Trust Fund” means the Redevelopment Trust Fund for the Downtown
Community Redevelopment Area established pursuant to §163.387, Florida Statutes, into which
are deposited the “increment revenues” (as defined in Section 163.340(22), Part III of Chapter
163, Florida Statutes) appropriated and paid each Fiscal Year by each taxing authority in
connection with the Downtown Community Redevelopment Area.

       “Lender” means the bank or banks, or other financial institution or institutions, or other
persons or entities primarily responsible for providing construction and long term financing to the
Developer for the Project.

         “Ordinance” means the Home Rule Special Assessment Ordinance enacted by City
Council on January 22, 1996, and amended on April 26, 1999 (codified as Chapter 52 of the
Orlando City Code), enabling the City to levy non-ad valorem assessments on properties within
the jurisdictional limits of the City that are specially benefited by certain local improvements or
local services.


       “Parking Garage” means the parking garage to be constructed by the Developer on the
Property pursuant to the Approved Plans and Approved Master Plan to provide vehicular parking
(approximately 450 spaces), lockers, storage, bike racks and other amenities for the Residential
Development and Retail Development.

        “Project” means collectively, the Phase I Project and Phase II Project (as defined herein)
to be constructed by the Developer on the Property pursuant to plans and specifications approved
by the City and Downtown Development Board Development Review Committee (the
“Approved Plans”), and the Master Plan for the Project approved by the City (the “Approved
Master Plan”). A copy of the Approved Master Plan is attached hereto and incorporated herein,
by reference, as Exhibit B, subject to change as allowed by the Orlando City Code.

       “Purchase Contract” means the Agreement for Purchase and Sale with an effective date of
August 4, 2004, between the Developer, as Purchaser, and Wendell E. Spears, an individual, and
Dart Road limited Partnership, a Florida limited partnership, as Seller, as amended, for the
Developer‟s acquisition of fee simple title to the Property with a scheduled closing date no later
than July 6, 2005, subject to any extensions or amendments thereto.

       “Residential Development” means the four (4) floor rental apartment complex containing
approximately two hundred fifty-three (253) multi-family residential apartment units (for rent),
and related residential amenities to be constructed by the Developer on the Property pursuant to
the Approved Plans and Approved Master Plan.

        “Retail Development” means the approximately seven thousand two hundred (7,200) s.f.
of retail space located within the portion of the ground floor of the Residential Development
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fronting Orange Avenue, to be constructed by the Developer on the Property pursuant to the
Approved Plans and Approved Master Plan.

       “Surface Parking Spaces” means the approximately twenty (20) parking spaces to be
constructed by the Developer on the Property pursuant to the Approved Plans and Approved
Master Plan to provide parking for the Residential Development and Retail Development.

         "Tax Increment Recapture" means the percentage of the Tax Increment Revenue directly
attributable to the Phase I Project to be provided to the Developer by the CRA pursuant to Section
5 of this Agreement.

        “Tax Increment Revenue” means the “increment revenues” (as defined in Section
163.340(22), Part III of Chapter 163, Florida Statutes) deposited into the Downtown Trust Fund
that are directly attributable to the Phase I Project calculated in accordance with the formula set
forth in section 163.387(1), Florida Statutes. For purposes of part (b) of the formula for
calculating the Tax Increment Revenue, the base year value of the Phase I Project shall be $
2,943,856.00 (the “Base Year Value”).

        “Tax Parcel” means each unit of subdivided real property given a separate and distinct tax
identification number by the Orange County Property Appraiser.

       “Taxable Assessed Value” means, for any Tax Parcel, the assessed value for property-tax
purposes as determined by the Orange County Property Appraiser or, if applicable, the Value
Adjustment Board or the Ninth Judicial Circuit.


Section 3. Project Design. The Developer shall hire a licensed and certified architect (the
“Architect”) to design the Project and prepare the Approved Plans in accordance with all
applicable laws, codes, statutes, ordinances, rules and regulations, including, but not limited to,
the Orlando City Code, Florida Building Code and American With Disabilities Act. The
Developer shall incorporate sustainable building materials and high quality exterior finishes into
the Project in compliance with the Approved Master Plan or permit requirements.

Section 4. Project Construction.

        A.      General. The Developer shall hire a licensed and qualified contractor(s) to
construct the Project on the Property (the “Contractor”) in a safe and professional manner and
pursuant to, and in accordance with, the Approved Plans, and in accordance with all applicable
laws, codes, statutes, ordinances, rules and regulations, including, but not limited to, the Orlando
City Code, Florida Building Code and American With Disabilities Act. The Contractor may be
an affiliated company of Developer provided that it meets the above licensure and qualification
requirements. The term “Contractor” shall not include any subcontractor or supplier of the
Contractor.

       B.      Phased Construction.      The Project shall be constructed in two (2) phases as
follows:
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              1. Phase I Project. The Phase I Project shall consist of the Residential
Development, Retail Development, Parking Garage, Surface Parking Spaces, and related
improvements to be constructed by the Developer on the Property pursuant to the Approved Plans
and the Approved Master Plan (the “Phase I Project”), as shown on Exhibit B.

              2. Phase II Project. The Phase II Project shall consist of an approximately thirty
thousand five hundred fifty-six (30,556) square foot office building and related parking and
improvements to be constructed by the Developer on the Property pursuant to the Approved Plans
and Approved Master Plan, (the “Phase II Project”), as shown on Exhibit B.

        C.     Streetscape. The Developer shall replace the existing streetscape located adjacent
to the Project along Orange Avenue and Colonial Drive that is damaged or removed during the
construction of the Project. In addition, the Developer shall install new streetscape improvements
along the portion of Orange Avenue abutting the Property. All such replacement and installation
of streetscape improvements shall comply with the CRA‟s Downtown Streetscape Design
Guidelines. The Developer will be eligible for reimbursement of a portion of the cost to install
new streetscape improvements along Orange Avenue pursuant to the CRA‟s streetscape
reimbursement program, subject to the availability of funds for such purpose within the CRA
budget.

Section 5. Downtown Residential Investment Program.

        A.      Payment of Tax Increment Recapture. The City and CRA have previously used
tax increment revenues to encourage residential development in the Downtown Redevelopment
Area pursuant to the Downtown Residential Investment Program, a copy of which is attached
hereto and incorporated herein by reference, as Exhibit C. The City and CRA shall provide tax
increment revenues to the Developer pursuant to the Downtown Residential Investment Program
in the form of a Tax Increment Recapture (as defined herein), contingent upon the Developer
complying at all times with the performance benchmarks referenced in section 6 below. The Tax
Increment Recapture is being provided as an incentive for the development of the Phase I Project
only, and the amount of the Tax Increment Recapture shall be determined based upon the Tax
Increment Revenue (directly attributable to the Phase I Project only). No portion of the Phase II
Project shall be considered in determining the amount of the Tax Increment Recapture. The
amount of the Tax Increment Recapture, if any, will be paid to the Developer by the CRA on an
annual basis over a twelve (12) year period (the “Recapture Period”) beginning on May 1 of the
City‟s Fiscal Year (FY) that commences after January 1 after the final Certificate of Occupancy is
issued for the Phase I Project and the Orange County Property Appraiser assesses the value of the
Phase I Project. For example, it is anticipated that the Phase I Project will be completed in
calendar year 2007 so that the property taxes for the completed Phase I Project will be paid
during the City‟s Fiscal Year (FY) 2008/2009 (i.e. after October 1, 2008). Therefore, the first of
the twelve (12) annual tax increment recapture payments would be provided to the Developer no
later than May 1, 2009; provided, however, that the Developer may elect to accelerate or defer for
one (1) year the commencement of the Recapture Period.

      B.      Calculation of Tax Increment Recapture. The amount of the Tax Increment
Recapture shall be a percentage of the Tax Increment Revenue as outlined below. If the taxable
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assessed value of the Phase I Project (as determined by the Orange County Property Appraiser,
taking into consideration any allowable adjustments by the Value Adjustment Board) in any year
during the Recapture Period exceeds the Base Year Value of $2,943,856.00, the Tax Increment
Recapture shall equal the following:

               1. Years 1 through 4 – In the event the Taxable Assessed Value of the Phase I
       Project in years 1 through 4 of the Recapture Period exceeds the Base Year Value, the Tax
       Increment Recapture shall be 35% of the Tax Increment Revenue.

              2. Years 5 through 8 – In the event the Taxable Assessed Value of the Phase I
        Project in years 5 through 8 of the Recapture Period exceeds the Base Year Value, the
        Tax Increment Recapture shall be 30% of the Tax Increment Revenue.

               3. Years 9 through 12 – In the event the Taxable Assessed Value of the Phase I
       Project in years 9 through 12 of the Recapture Period exceeds the Base Year Value, the
       Tax Increment Recapture shall be 25% of the Tax Increment Revenue.


        C.      Subordinate to CRA Debt. The Tax Increment Recapture shall be subordinate in
all respects to all senior lien and second level junior lien debt service obligations of the CRA
under bonds or other forms of debt currently outstanding or to be issued in the future, which
pledge tax increment revenues on deposit in the Redevelopment Trust Fund for the Downtown
Redevelopment Area. The Tax Increment Recapture is classified as a third level debt service
obligation of the CRA and shall be in parity with all current and future third level debt service
obligations of the CRA that pledge tax increment revenues on deposit in the Redevelopment
Trust Fund for the Downtown Development Area.

Section 6.    Performance Benchmarks. The Tax Increment Recapture proposed to be
provided to the Developer pursuant to section 5 above is expressly contingent upon the
Developer‟s compliance at all times with the following performance benchmarks:

        A.     Commencement and Completion Dates. Construction of the Phase I Project shall
be commenced within twenty-four (24) months from the Effective Date. The Phase I Project
shall be completed within thirty (30) months from the commencement of construction. As
required as a condition of approval of the Approved Master Plan, construction of the Phase II
Project shall be commenced and completed within the time deadlines set forth in a separate
Developer's Agreement executed between the Developer and the City ("Phase II Deadline");
provided, however, Developer shall not be in default hereunder for failure to commence and/or
complete construction of the Phase II Project by the Phase II Deadline if such Development
Agreement permits, and Developer has performed, appropriate actions in lieu thereof. For
purposes of this section, the terms “commenced” and “commencement of construction” shall be
defined as having received an approved foundation inspection for the applicable phase of the
Project, and the term “complete” or completed” shall be defined as having received a Certificate
of Occupancy for the applicable phase of the Project.


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        B.      Retail. The Retail Development shall include approximately 7,200 s.f. of ground
floor retail along Orange Avenue, and the Developer will make a good-faith effort to cause the
Retail Development to include a café, delicatessen, or coffee shop with outdoor dining as allowed
by City Code.

       C.     Special Event Funding. The Developer shall fund or provide in kind donations of
$1,500 annually during the Recapture Period to downtown special events as approved by the
City‟s Downtown Development Board.

       D.     Window Design. Design of the Phase I Project shall include at least 40% open
clear windows on the ground floor of the Retail Development along Orange Avenue.

        E.       Space for Promoting, Marketing and Advertising the Arts, Theatre and Cultural
Events. For four (4) months during each calendar year, the Developer will allow the City, or
City-authorized entity, to use at least 100 s.f. of ground floor space in either the reception/lobby
area of the Residential Development, or within the Retail Development for the marketing,
promotion and advertising of the arts, theatre, and cultural events within the city of Orlando. The
City, or its authorized entity, may set-up a temporary kiosk, desk or other display (the
“Promotional Display”) within such area with appropriate staff to run such Promotional Display
and may handout marketing, promotional, and advertising materials, all at no cost to the City.
The City, or its authorized entity, shall provide the Developer with prior written notice of the date
and times that it desires to use such area for the Promotional Displays. The location and content
of the Promotional Display shall be subject to the prior written approval of the Developer, such
approval not to be unreasonably withheld, conditioned or delayed.

        F.     Support of Local Artists. The Developer shall provide wall space in the minimum
amount of nine (9) feet in height by twenty (20) feet in length within the Retail Development or
reception/lobby area of the Residential Development as a venue for local Central Florida artists to
display their work. Such art shall be subject to the prior approval of the Developer and accessible
for viewing by the general public.

        G.      Public Art Component. The Developer shall incorporate and maintain large-scale
reproductions of antique downtown Orlando postcards or downtown Orlando historic scenes (the
“Public Art”) on the western elevation face of the Parking Garage, which shall be visible from
Interstate-4 (provided that subsequent development between Interstate-4 and the Project does not
block such visibility), and which, may, at the option of the Developer, be illuminated for
nighttime public viewing. The design of the Public Art shall be subject to the approval of the
Development Review Committee of the Downtown Development Board. The Developer shall
not be required to expend more than $21,000 for such Public Art.

       H.     Design Elements. In an effort to improve the experience of users of the planned
Downtown Recreational Trail, the Developer shall incorporate and maintain design elements that
include downtown Orlando icons, text and/or images on the ground or eye level along the
Downtown Recreational Trail, which design elements shall require minimal maintenance to be
performed by the Developer. .

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      I.     Accent Lighting. The Developer shall incorporate and maintain accent lighting of
prominent segments of the architectural roof features of the Phase I Project visible from Orange
Avenue and Interstate 4.

       J.      Access to Downtown Recreational Trail. The Developer shall provide and
maintain direct pedestrian access from the Residential Development to the Downtown
Recreational Trail for the use of residents of the Residential Development. For purposes of this
requirement, “direct pedestrian access” shall include access between the Recreational Trail and
the Residential Development through controlled gate access.

        K.     Participation in Holiday Night Lights Project. During the Recapture Period, the
Developer shall decorate the exterior of the Residential Development along Orange Avenue with
holiday lighting acceptable to the Developer during the City-sponsored Holiday Night Lights
Project. Such lighting shall be done in a manner, which, in the Developer‟s reasonable opinion,
complements the Holiday Night Lights Project.

       L.      Timely Payment of Taxes. Developer shall timely pay the annual Orange County
Real Property Tax Bill for ad valorem real property taxes levied on the Property.

        M.       MBE/WBE Participation. The Developer shall require its Contractor to comply
with Articles II and III of Chapter 57 of the Orlando City Code (the “M/WBE Ordinance”)
relating to the participation of City-certified minority business enterprises (MBE) and women
business enterprises (WBE) in the construction of the Phase I Project. The City encourages the
Developer (and the Contractor) to exceed the minimum MBE/WBE goals established in the
M/WBE Ordinance, and, upon request, the City will assist the Developer and/or Contractor in
their efforts to exceed such goals. The Developer shall require its Contractor to submit quarterly
reports in a format acceptable to the City and the MBE/WBE Department, documenting
MBE/WBE firms used, their scopes of work, dollar value of contracts, work performed to date,
and dollar amounts paid to date. The initial report shall be submitted to the City‟s MBE Director
within thirty (30) days after the construction contract for the Phase I Project is awarded by the
Developer. The Developer shall notify the City in writing of the contract award date. At the
City‟s sole risk and expense, a City MBE/WBE Compliance Officer may visit the job site and
may interview firms and employees in order to observe and document participation by
MBE/WBE firms and minority and women employees.

        N.     Living Wage. The Developer shall pay all of its‟ full-time employees and the
Contractor, a living wage for the time spent providing services to the Phase I Project (This
provision does not include general administrative personnel and part time employees). “Living
wage” means compensation for employment of not less than $8.50 per hour for straight time,
exclusive of FICA, unemployment taxes, and workers compensation insurance and employee
benefits. Upon written request by the City, the Developer shall provide the City with payroll
documentation sufficient to confirm compliance with this provision or the Developer shall allow
the City to audit (at Developer‟s place of business) Developer‟s payroll records to determine if
compliance has been achieved.


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        O.     Responsible Contractor‟s Policy. The Developer shall require its Contractor to
pay the Contractor‟s full-time employees who are paid an hourly wage for work done on the
Phase I Project an hourly wage, based on classification, for the Orlando region established by the
Davis-Bacon Act (40 U.S.C. 276a-7) as supplemented by the Department of Labor regulations
(29 CFR part 5) (hereinafter “hourly wage”). Additionally, the Contractor shall provide said full-
time employees with health benefits. The Contractor may satisfy this health benefits requirement
by providing to its full-time, hourly wage employees on the Phase I Project either 1) health
benefits through a bona fide program or 2) by increasing their hourly wage by 20%. Evidence of
the existence of a bona fide health benefits program, satisfactory to the City, must be submitted to
the City‟s Public Works Department. Payment of the appropriate wages must be documented in
the Contractor‟s progress payment applications by the submission of certified payrolls by the
Contractor for the duration of the Agreement. Notwithstanding the foregoing, the Developer
acknowledges and agrees that no hourly wage paid on the Phase I Project will be less than the
living wage referenced in Subsection N above.

       P.     Purchase Contract/Adequate Funding/MPB Approval. Prior to the issuance of a
building permit for the Phase I Project, the Developer shall provide the City and CRA with
evidence reasonably acceptable to the City of the following:

               1. Purchase Contract. A fully-executed copy of the Purchase Contract;

               2. Adequate Funding. Demonstrable financial ability to construct the Phase I
       Project, which may be in the form of the Developer‟s own funding, a binding construction
       loan, or combination thereof, or other adequate form of financing.

               3. MPB Approval. Municipal Planning Board (MPB) approval of all aspects
necessary to develop the Phase I Project on the Property within the MPB‟s authority and
jurisdiction. In providing the City and the CRA with satisfactory evidence of the above items
(reasonably acceptable to the City), the Developer shall be entitled to exclude and/or delete any
financial or other proprietary information from any applicable documentation and,
notwithstanding any other provision herein to the contrary, the Developer shall not be required to
disclose any financial or other proprietary information pertaining to the Project.


       Q.     Multi-family Rental. The Residential Development shall remain multi-family
rental and shall not be converted to condominium or other form of ownership during the
Recapture Period. If the Residential Development is converted to condominium or other form of
ownership other than multi-family rental at any time during the Recapture Period, then the
Developer shall repay to the CRA any Tax Increment Recapture payments received by the
Developer pursuant to section 5 above up to a maximum amount of $750,000.00.

Section 7.     Covenants and Representations of Developer. The Developer hereby covenants,
represents, and acknowledges the following covenants and representations that the City and CRA
have relied upon in agreeing to provide the Tax Increment Recapture described herein:



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       A.      Acquisition of Property. The Developer is the contract purchaser of the Property
pursuant to the Purchase Contract and will acquire fee simple title to the Property on or before the
scheduled closing date of July 6, 2005, or any extension thereof, but in any event no later than
twelve (12) months following the effective date of this Agreement (the “Closing Date”).

       B.      Payment of Taxes. All ad valorem real estate taxes assessed against the Property
through the Closing Date shall have been paid in full at or prior to the closing of the Developer‟s
purchase of the Property.

        C.      Taxable Value of Property. Once the Developer acquires fee simple title to the
Property, the Developer shall not intentionally take any action or omit to take any action that
would cause the taxable value of the Property to materially diminish (other than as provided by
law to petition the Value Adjustment Board or to otherwise challenge the property appraiser‟s
valuation). The Developer shall provide written notice to the City of the Developer‟s filing a
petition with the Orange County Value Adjustment Board with respect to the valuation assigned
to the Property by the Orange County Property Appraiser. Such notice shall be provided to the
City within fifteen (15) days after the filing of the petition.

        D.    Material Changes and Delays. The Developer shall immediately notify the City‟s
Chief Financial Officer (CFO) and the CRA‟s Executive Director in writing upon becoming
aware of any actual or reasonably anticipated material delays in the construction of the Phase I
Project.

        E.     Construction Schedule. The Developer shall provide the City and CRA with a
preliminary construction schedule showing the anticipated completion dates for the Phase I
Project, and any updated construction schedules that show substantial changes to the preliminary
schedule during the course of construction.

Section 8.     Annual Status Reports. Developer shall submit to the City by no later than each
January 31st, commencing January 31, 2006, annual status reports evidencing and certifying
compliance with the Performance Benchmarks and the Covenants and Representations contained
in sections 6 and 7 above, such annual status reports to be in a form reasonably acceptable to the
City‟s CFO and the CRA‟s Executive Director.


Section 9.     Utility Service Provider. The Developer shall use the Orlando Utilities
Commission (“OUC”) to provide electric utilities and water service to the Phase I Project at the
prevailing OUC electric and water rates pursuant to an agreement between OUC and the
Developer. In the event that the final design of the Phase I Project provides for a chilled water
cooling system, and provided that OUC‟s chilled water rates and costs are competitive with the
chilled water rates and costs of then available chilled water service providers, the Developer shall
use chilled water services provided by OUCooling at the prevailing chilled water rates for the
OUCooling district in which the Phase I Project is located pursuant to an agreement between
OUC and the Developer.



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Section 10. City Communications Services. Developer agrees to exclusively use the City or
City-selected contractor(s) to provide cable or satellite television, video programming,
telecommunications, high-speed internet, data transfer, and other related communications
services (hereinafter “Services”) for the Phase I Project to the extent allowed by law, pursuant to
a separate agreement executed between the City and Developer (the “Communications Services
Agreement”), subject to the following:

                If, prior to the execution of the Communications Services Agreement, the
Developer receives and desires to accept a bona fide offer (a “Services Offer”) from a provider of
such Services to provide the Services to the Phase I Project, which Services Offer may include
rates and costs for the Services, infrastructure installation costs to be charged to Developer, and
other charges to be payable by Developer or its successors, and other proposed material terms and
conditions, Developer shall deliver, at a commercially reasonable time, written notice to City of
such Services Offer, and the terms and conditions of such Services Offer. City shall have the
right to match the Services Offer on substantially the same terms and conditions set forth in
Developer‟s notice to City by providing written notice to Developer of the City‟s decision to
match the Services Offer within thirty (30) days after receipt of Developer‟s notice of the
Services Offer (hereinafter “Election Period”). If City matches the Services Offer, then the City
shall be the exclusive Services provider to the Phase I Project and the City and Developer shall
enter into the Communications Services Agreement on such matched terms. If City elects not to
provide the Services or exercise its right of first refusal, or fails to deliver notice of exercise of the
right of first refusal prior to expiration of the Election Period, Developer may contract for
services pursuant to the Services Offer on substantially the same terms and conditions set forth in
Developer‟s notice to City. If, prior to the execution of the Communications Services Agreement
by the City and Developer, the City elects not to match the Services Offer and the Developer fails
to contract for the Services pursuant to the Services Offer within thirty (30) days after the end of
the Election Period, the Developer shall not enter into an agreement for the Services with any
third party Services provider without first re-offering to the City, in the manner and timeframe set
forth above, the right to enter into the Communications Services Agreement with the Developer
upon such terms as are mutually agreeable to the parties.

Section 11.     Communication Antennae and Related Equipment.

       A. Communication Antennae. The Developer will allow the City to install, maintain and
operate communication antennae (the “Antennae”) on the roof of either the Residential
Development or Parking Garage, at the City‟s cost, for use by the City and other governmental
agencies for communications or other technological needs, subject to the applicable requirements
contained in subsection C below.

        B. Equipment. The Developer will allow the City to install, maintain and operate such
equipment and electronics necessary for the operation of the Antennae (the “Equipment”) in a
location near the Antennae subject to the applicable requirements contained in subsection C
below.



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       C. Requirements. The following requirements shall apply to the City‟s installation,
maintenance and operation of the Antennae and Equipment provided in subsections A and B
above:

                1. The Antennae will be located on the roof so as to have a clear line of sight
sufficient for its proper function and operation, with the exact location and number of such
Antennae to be mutually agreed upon by the City and Developer, such agreement not to be
unreasonably withheld by the Developer;

              2. The Equipment will be located within a covered area not to exceed 10‟ x 10‟ in
size, with the exact location to be mutually agreed upon by the City and Developer, such
agreement not to be unreasonably withheld by the Developer;

              3. The Antennae and Equipment shall not adversely impact the Project, or the
appearance or architectural integrity of the Project;

               4. The Antennae and Equipment shall be installed and maintained at the City‟s
sole cost and expense and the Developer shall not be required to incur any material out-of-pocket
costs associated with the Antennae and Equipment;

              5. The City shall reimburse Developer for any material out-of-pocket additional
costs incurred by the Developer as a result of the City‟s installation of the Antennae and
Equipment;

               6. The City‟s Antennae and Equipment shall not interfere with the Developer‟s
existing communication system located within the Phase I Project. The parties shall each
accommodate the reasonable requirements of the other, including cooperation to avoid or
eliminate any interference between the parties‟ respective communication systems;

              7. The City shall be allowed reasonable access to the Antennae and Equipment for
repair and maintenance;

               8. The City‟s placement of the Antennae and Equipment shall comply with all
applicable federal, state and local laws, statutes, ordinances, codes, rules and regulations;

              9. Prior to the City‟s installation of the Antennae and Equipment, the City shall
provide the Developer with the plans and specifications of the Antennae and Equipment for
Developer‟s approval, which approval shall not be unreasonably withheld, conditioned or delayed

                10. The Antennae, Equipment and Cable shall be installed by the City under the
supervision of the Developer, its Contractor, roofing contractor or other designee, and such
installation shall not void, limit or impair any warranties related to the building;

               11. Subject to the City‟s sovereign immunity under Florida law, the City shall
indemnify and hold harmless the Developer from and against any liability and damages caused by
the City‟s installation and operation of the Antennae, Equipment, and Cable as provided for
herein;
12
              12. No rent shall be paid by the City for the installation and operation of the
Antennae Facilities.

                13. The City shall be responsible for the repair of any damage caused to the
roof(s) by the installation or operation of the Antennae and Equipment.

               14. The City shall maintain and repair the Antennae and Equipment, and releases
the Developer from any liability for damage to the Antennae and Equipment, unless such damage
is caused by the sole negligence or intentional acts of the Developer.

              15. Nothing contained herein shall prohibit the Developer from placing
communication antennas and related equipment on the roof(s) of the Project buildings in
accordance with all applicable federal, state and local laws, statutes, ordinances, codes, rules and
regulations.

               16. The City, at its sole cost, may install within the applicable building the cable
necessary for the operation of the Antennae and Equipment (the “Cable”), and the Developer will
allow the City to install such cable within the available conduit of the applicable building, .

              17. The Developer will provide one 20 amp, 110 circuit for providing electrical
power to the Equipment. If the Developer provides a backup generator supply to the Project, then
the City may power the Equipment from such generator backup. The City will be responsible for
accessing such power supply at its sole cost and expense.

Section 12. Payment and Performance of Phase I Project. Provided that the Contractor is
not in default of the construction contract between the Developer and Contractor for the
construction of the Phase I Project (the “Construction Contract”), the Developer shall timely pay
the Contractor for authorized work performed on the Phase I Project pursuant to valid invoices
approved by the Developer. The Construction Contract shall include a requirement that the
Contractor timely pay the Contractor‟s subcontractors, suppliers, laborers, and materialmen for
authorized work performed on the Phase I Project pursuant to valid invoices approved by the
Contractor. The Developer (or Contractor) shall bond the full amount of all liens recorded
against the Property for alleged non-payment of any sums due for work performed on the Phase I
Project. The Construction Contract shall include a liquidated damages provision that imposes a
substantial penalty upon the Contractor for failure to timely complete the Phase I Project in a
minimum amount of $500 per day.

Section 13. Insurance. The Developer shall require the Contractor to provide the following
types and amounts of insurance with an insurer rated A- or better by A.M. Best:

       A. Commercial General Liability Insurance coverage in the minimum amount of Two
Million Dollars ($2,000,000) for bodily injury (or death) of, and One Million Dollars
($1,000,000) property damage, with an excess umbrella policy in a minimum coverage amount of
Ten Million Dollars ($10,000,000).



13
        B. Full and complete Workers‟ Compensation Insurance Coverage as required by State
of Florida law.

       C. Automobile Liability Insurance coverage in the minimum amount of One Million
Dollars ($1,000,000) per occurrence for BI/PD, including hired/non-owned vehicles regardless of
number of passengers transported.

        The City and CRA shall be named as additional insured on all insurance policies required
hereunder, except Worker‟s Compensation coverage. The Developer shall provide, or cause the
Contractor to provide, the City and CRA with a certificate of insurance evidencing the required
coverage prior to the issuance of a building permit for the Phase I Project, and shall furnish the
City evidence of renewals of each such policy no less than thirty (30) days prior to the expiration
of the applicable policy.


Section 14. Indemnification. The Developer agrees to indemnify and hold harmless the City
and CRA, their elected and appointed officials, from and against any and all liability, losses,
claims, demands, damages, fines, fees, expenses, penalties, suits, proceedings, actions and cost of
actions, including reasonable attorney‟s fees for trial and on appeal, of any kind and nature
arising or growing out of or in any way connected with the design and construction of the Phase I
Project by the Developer or its Contractor, Architect and consultants (“Claims”), other than
Claims resulting from the negligent acts or omissions or willful misconduct of the City or CRA,
or any of their respective elected or appointed officials, employee, agents or representatives.


Section 15. Default and Remedy.

        A.      Developer‟s Default. Subject to Force Majeure (as defined in section 32 herein),
and the notice and cure provisions hereinafter set forth, the Developer‟s failure to comply at all
times with its obligations contained herein, including, but not limited to, the Performance
Benchmarks and the Covenants and Representations described in sections 6 and 7 above, shall be
a material breach of this Agreement (“Event of Default”). Upon such Event of Default, the City
and CRA may suspend the payment of the Tax Increment Recapture contemplated hereunder
until such Event of Default is cured to the reasonable satisfaction of the City and CRA within the
required time periods described below. The City or CRA shall provide written notice of such
Event of Default to the Developer (“Notice of Default”), and the Developer‟s failure to cure such
Event of Default within thirty (30) calendar days from the date of Developer‟s receipt of the
Notice of Default (the “Initial Cure Period”) shall, at the election of the City result in the
immediate termination of this Agreement and the incentives provided for herein, provided,
however, that if the nature of the Event of Default is such that it cannot reasonably be cured
within such 30 day period, then the Developer shall have up to an additional ninety (90) days (as
determined in the City‟s reasonable discretion) to cure such Event of Default (the “Extended Cure
Period”) provided that the Developer diligently undertakes and pursues such cure, and further
provided that the Developer provides the City with documentation evidencing that the Developer
is diligently undertaking and pursuing such cure to the City‟s reasonable satisfaction, but in any

14
event, the Developer shall not have more than one hundred twenty (120) days from Developer‟s
receipt of the Notice of Default to cure the Event of Default.

        The failure to cure an Event of Default within the time period provided for above shall, at
the election of the City, result in the immediate termination of this Agreement. In the event of
such termination, the Recapture Period shall terminate, all Tax Increment Recapture payments
contemplated hereunder shall immediately cease, and the obligation to provide such Tax
Increment Recapture payments shall be forever discharged.

        B. City/CRA Default. In the event that the City or CRA materially defaults in any of
their respective obligations contained herein, including, but not limited to the obligation to
provide the Tax Increment Recapture, and fails to cure such default within thirty (30) calendar
days from the date of the City‟s receipt of written notice of such default from the Developer, then
the Developer shall have the right to require the City‟s and/or CRA‟s specific performance under
the terms and conditions of this Agreement. If the Developer prevails in any legal proceeding
requiring the City or CRA to pay the Tax Increment Recapture provided for herein, then the City
or CRA, as applicable, shall pay interest on the amount due, from the date due until the date paid
at an interest rate of two percent (2%) plus the one month LIBOR rate (as defined below) in
effect on the date that the judgment or order requiring such payment is entered in such legal
proceeding (the “Judgment Date”). The term “LIBOR” means the London Interbank Offering
Rate published in the Wall Street Journal‟s Table of Money Rates on the Judgment Date.


        C. Lender‟s Right to Cure. If the Developer provides the City with the name and address
 of the Lender, then the City shall provide the Lender with a copy of the Notice of Default and
 the opportunity to cure the Event of Default on behalf of the Developer under the same terms
 and conditions as provided herein, provided, however, that if the Event of Default cannot
 practically be cured by the Lender without the Lender taking possession of the Property, then the
 City shall grant the Lender such additional time as is reasonable necessary in order for the
 Lender to obtain possession of the Property and cure such Event of Default, provided that the
 Lender diligently undertakes and proceeds to obtain possession of the Property and cure such
 Event of Default, and further provided that the Lender provides the City with documentation
 evidencing that it is diligently undertaking and proceeding to obtain such possession and cure
 such breach to the City‟s reasonable satisfaction, but in any event, the Lender shall not have
 more than one hundred twenty (120) days from the end of the Initial Cure Period or Extended
 Cure Period described in section 15.A above, as applicable, to cure such breach.

        D. Remedies. If a default occurs that is not cured within any applicable time period
provided for herein, then, in addition to the remedies provided for in this section, the non-
defaulting party shall have the right to pursue any remedy allowed under law or other provision
of this Agreement.

Section 16.    Assignment.

       A.     Assignment of Incentive Agreement.

15
               1. Primary Assignment. The Developer may assign all of its right, title and interest
in, and its obligations under this Agreement to one or more single purpose entities created
specifically for the development of the Project and that is/are at least 25% owned and controlled
by the Developer (the “Primary Assignee”), without the prior consent of the City or CRA, but
provided that such assignment is not effective as to the City and CRA until such time as the City
and CRA receive written notice of such assignment (“Primary Assignment”). The notice shall
contain the Primary Assignee‟s name, address, telephone and facsimile number and such other
information relating to the Primary Assignee as the City may reasonably require.

               2. General Assignment. The Developer may assign all of its right, title and interest
in, and its obligations under, this Agreement to a person or entity other than the Primary Assignee
upon the prior, written consent of the City and CRA, such consent not to be unreasonably
withheld, conditioned or delayed („General Assignment”). The Developer shall provide the City
and CRA with written notice of such proposed General Assignment along with the name, address
and such financial information relating to the proposed assignee as the City or CRA may
reasonably require (the “Assignment Information”). The City shall notify the Developer of its‟
and the CRA‟s approval or disapproval of the proposed General Assignment within thirty (30)
days from its receipt of the notice and Assignment Information. In the event of disapproval the
notice shall include the specific reasons for disapproving such assignment. The City‟s failure to
notify the Developer within such thirty (30) day period shall constitute its approval of the General
Assignment. In determining whether or not to consent to the proposed General Assignment, the
City shall consider, among other factors, the reputation, experience and financial condition of the
proposed assignee, and whether the assignee is “in good standing” with the City. Upon approval
of the General Assignment, the assignment instrument shall be sent to the City and must include
the street address, phone number and facsimile number of the assignee. Such contact information
shall be used by the parties under the notices provision herein.

        B.     Assumption. In connection with the Developer‟s assignment of this Agreement
pursuant to subsections A.1 and A.2 above, either the Developer shall remain responsible for, or
the assignee must assume in writing, the responsibilities, obligations and duties associated with
the interests being assigned by the Developer. Upon the assignee's assumption of such
responsibilities, obligations and duties, the Developer shall be relieved of same.

        C.    Third Parties. The interests of the Developer in this Agreement are personal to it
and although its interests may be expressly assigned in accordance with the provisions of this
section, they do not run with the land. The Agreement has been entered into for the benefit of the
parties and there are no third party beneficiaries. Unless expressly granted in a written instrument
executed by Developer and approved by the City and CRA, third parties acquiring any indicia of
ownership in the Property or any portion of the Project shall not, by virtue of such acquisition or
otherwise, acquire or receive any right, title or interest whatsoever in any of the incentives,
payments or benefits to arise or be made by the City or CRA under this Incentive Agreement.

Section 17. Resolving any Invalidity. The parties hereby agree that in the event the Tax
Increment Recapture is ever challenged by any person and held to be invalid by a court of
competent jurisdiction, each will cooperate with the other, in good faith, to resolve the invalidity.

16
Section 18. Bankruptcy. In the event (a) an order or decree is entered appointing a receiver
of the Developer or its assets, which is not appealed (or if appealed is determined adverse to the
Developer) or (b) a petition is filed by the Developer for relief under federal bankruptcy laws or
any other similar law or statute of the United States, which action is not dismissed, vacated or
discharged within sixty days after the filing thereof, then the City shall have the right to terminate
immediately this Agreement.

Section 19. No Liability or Monetary Remedy. The Developer hereby acknowledges and
agrees that it is sophisticated and prudent in business transactions and proceeds at its own risk
under advice of its own counsel and advisors and without reliance on the City or CRA, and that
the City and CRA bear no liability for direct, indirect or consequential damages. The only remedy
available to the Developer for any breach by the City or CRA is to require the City‟s or CRA‟s
specific performance under the terms and conditions of this Agreement.

Section 20. Severability. Any provision of this Agreement held by a court of competent
jurisdiction to be invalid, illegal or unenforceable shall be severable and shall not be construed to
render the remainder to be invalid, illegal or unenforceable.


Section 21. Effective Date and Term. This Agreement shall become effective on the Effective
Date first written above, and end, subject to the termination and severability provisions set forth
herein, upon satisfaction in full of all of the obligations of the parties, provided, however, that the
obligation of the Developer to allow the City to install, operate and maintain the Communication
Antennae and Equipment pursuant to section 11 above is continuous and on-going in nature and
that after the “commencement of construction” of the Phase I Project (as defined in section 6.A
above), this Agreement shall be recorded in the public records of Orange County, Florida so that
the obligation of the Developer contained in section 11 (and section 14 and 15 to the extent
necessary to enforce section 11) are covenants running with the title to the Phase I Property and
shall survive the termination of this Agreement.

Section 22. Relationship. This Agreement does not evidence the creation of, nor shall it be
construed as creating, a partnership or joint venture among the City, the CRA, and the Developer.
The Developer cannot create any obligation or responsibility on behalf of the City or the CRA or
bind the City or the CRA in any manner. Each party is acting for its own account, and it has
made its own independent decisions to enter into this Agreement and as to whether the same is
appropriate or proper for it based upon its own judgment and upon advice from such advisers as it
has deemed necessary. Each party acknowledges that none of the other parties hereto is acting as
a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation
contemplated herein. The Developer further represents and acknowledges that no one was paid a
fee, commission, gift or other consideration by the Developer as an inducement to entering into
this Agreement.


Section 23. Personal Liability. No provision of this Agreement is intended, nor shall any be
construed, as a covenant of any official (either elected or appointed), director, employee or agent
of the Developer, City or the CRA in an individual capacity and neither shall any such individuals
17
be subject to personal liability by reason of any covenant or obligation of the Developer, City or
the CRA hereunder.

Section 24. Applicable Law and Venue. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida. Any action, in equity or law, with respect to
this Incentive Agreement must be brought and heard in Orange County, Florida.

Section 25. Amendment. This Agreement may not be amended, unless evidenced in writing
and executed by all parties hereto.

Section 26. Notices. Any notices required to be given hereunder shall be effective upon receipt
and sent by either facsimile, hand-delivery, U.S. mail, first class, postage prepaid, or by certified
or registered mail (return receipt requested) to the following addresses:


       To the City:           City Clerk
                              City of Orlando
                                                           nd
                              400 South Orange Avenue, 2 Floor
                              Orlando, Florida 32801
                              Telephone: (407) 246-2251
                              Facsimile: (407) 246-3010
                              (With copy to the City Attorney (Facsimile: (407) 246-2854))
       and
                              Chief Financial Officer
                              City of Orlando
                              400 South Orange Avenue, 4th Floor
                              Orlando, Florida 32801
                              Telephone: (407) 246-2341
                              Facsimile: (407) 246-2707

       To the CRA:            Community Redevelopment Agency
                              400 South Orange Avenue, 6th Floor
                              Orlando, Florida 32801
                              Attention: Executive Director
                              Telephone: (407) 246-2555
                              Facsimile: (407) 246-3359


       To Developer:          Camden USA, Inc.
                              Suite 1300
                              Three Greenway Plaza
                              Houston, Texas 77046
                              Attention: James M. Hinton
                              Telephone: (713) 354-2500
                              Facsimile: (713) 354-2708

18
       With copies to:       Camden Development, Inc.
                             5100 W. Lemon Street, Suite 209
                             Tampa, FL 33609
                             Attention: T. Nat Barganier, Vice President of Real Estate
                             Investments
                             Telephone: (813) 639-9333, ext. 3007
                             Facsimile: (813) 639-9332
       And

                             J. Robert Fisher
                             Winstead Sechrest & Minick P.C.
                             Suite 2400
                             910 Travis
                             Houston, Texas 77002
                             Telephone: (713) 650-2707
                             Facsimile: (713) 650-2400

       And
                             Baker & Hostetler LLP
                             200 South Orange Avenue,
                             SunTrust Center, Suite 2300
                             P.O. Box 112
                             Orlando, Florida 32802-0112
                             Attention: G. Thomas Ball
                             Telephone: (407) 649-4004
                             Facsimile: (407) 841-0168


        The parties hereby agree to notify each other of any change of address.

Section 27. Termination. The Developer may terminate this Agreement at any time after
issuance of the final Certificate of Occupancy for the Phase I Project in its sole discretion upon
thirty (30) days' prior, written notice to the City. Upon such termination, the obligations of the
parties hereto shall cease and shall forever be discharged, except as to any rights and
responsibilities set forth in Section 11 (and section 14 and 15 to the extent necessary to enforce
section 11), which sections are covenants running with the title to the Phase I Property and shall
survive the termination of this Agreement.

Section 28. Captions. The captions and headings of sections or paragraphs used in this
Agreement are for convenient reference only and shall not limit, define or otherwise affect the
substance or construction of provisions of this Agreement.

Section 29. No City/CRA Security. In no event shall the City or CRA be required to provide
security for repayment of any portion of any outstanding loans to the Developer with respect to


19
the Property nor shall the City or CRA be obligated under any mortgage or promissory note as
the same relate to the Property.

Section 30. Permits.      The Developer shall obtain all state and local permits or other
governmental authorizations and approvals required by law in order to construct the Project on
the Property.

Section 31. Compliance with Laws. The Developer shall at all times be in compliance with
all applicable federal, state and local laws, statutes, rules and regulations, including, but not
limited to the Orlando City Code and City Code sections pertaining specifically to planning,
zoning and permitting. This paragraph is not intended to preclude the City from granting the
Developer certain waivers, exemptions or variances under the Orlando City Code as allowed
therein, nor is it intended to preclude the Developer from challenging, in the manner provided for
by applicable law, the application of any of the foregoing to the Project.

Section 32. Survey. The Developer shall provide the City and CRA with a survey of the
Property, with a legal description or descriptions thereof, certified to the City and CRA.


Section 33. Entire Agreement; Conflicts. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof. Any representations or
statements heretofore made with respect to such subject matter, whether verbal or written, are
merged herein.


Section 34. Force Majeure. The parties shall use reasonable diligence to ultimately accomplish
the purpose of this Agreement but shall not be liable to each other, or their successors or assigns,
for breach of contract, including damages, costs, and attorney‟s fees (including costs or attorney‟s
fees on appeal) as a result of such breach, or otherwise for failure to timely perform its
obligations under this Agreement occasioned by any cause beyond the reasonable control and
without the fault of the parties. Such causes may include but shall not be limited to Acts of God,
acts of terrorism or of the public enemy, acts of other governments (including regulatory entities
or courts) in their sovereign or contractual capacity, fires, hurricanes, tornadoes, floods,
epidemics, quarantines, restrictions, strikes, substantial shortages of building materials within the
Orlando Metropolitan Area, or failure or breakdown of transmission or other facilities (“Force
Majeure”). Notwithstanding anything herein to the contrary, if the Developer, City, or CRA is
delayed, hindered or prevented in or from performing its respective obligations under this
Agreement by any occurrence or event of Force Majeure, then the period for such performance
shall be extended for the period that such performance is delayed, hindered or prevented, and the
party delayed, hindered or prevented in or from performing shall not be deemed in breach
hereunder.

    IN WITNESS WHEREOF, the City, CRA and Developer have executed this Agreement as of
the Effective Date.


20
[Signature Page-Economic Development Incentive Agreement
Camden Orange Court Development]




                                                     CITY OF ORLANDO, FLORIDA


                                                     By: ____________________________________
                                                         Mayor/Pro Tem
Attest:

By: ____________________________
   Alana C. Brenner, City Clerk

                                                     Approved as to form and legality for the use
                                                     and reliance of the City of Orlando, Florida only.
                                                      this ____ day of _________________, 2005.

                                                     ________________________________________.
                                                     City Attorney,
                                                     City of Orlando, Florida


STATE OF FLORIDA
COUNTY OF ORANGE

      The foregoing instrument was acknowledged before me this ____ day of
______________, 2005, by ____________________ and Alana C. Brenner, as the Mayor/Mayor
Pro Tem and City Clerk, respectively, of the City of Orlando, Florida on behalf of the City of
Orlando, Florida, who are personally known to me.

                                                     __________________________________
                                                     Notary Public, State of Florida
                                                     Printed Name:______________________




                      SIGNATURES CONTINUED ON FOLLOWING PAGE


21
[Signature Page-Economic Development Incentive Agreement
Camden Orange Court Development]




                                                     COMMUNITY REDEVELOPMENT AGENCY

                                                     By: ____________________________________
                                                         Chairman

Attest:

By: ____________________________
   William F. Billingsley, III
    Executive Director


STATE OF FLORIDA
COUNTY OF ORANGE

      The foregoing instrument was acknowledged before me this ____ day of
______________, 2005, by __________________ and William F. Billingsley, III, as the
Chairman and Executive Director, respectively, of City of Orlando, Florida Community
Redevelopment Agency, on behalf of City of Orlando, Florida Community Redevelopment
Agency and who are personally known to me.

                                            __________________________________
                                            Notary Public, State of Florida
                                            Affix Stamp




                    SIGNATURES CONTINUED ON FOLLOWING PAGE




22
[Signature Page-Economic Development Incentive Agreement
Camden Orange Court Development]




                                                     DEVELOPER:

                                                     CAMDEN USA, INC.

                                                     By: _____________________________________
                                                     Name: James M. Hinton
                                                     Title: Senior Vice President
Witnesses:


(1) Sign Name: __________ __________________
     Print Name: ____________________________


(2) Sign Name: ____________________________
     Print Name: ____________________________


STATE OF ___________________
COUNTY OF ________________

       The foregoing instrument was acknowledged before me this ____ day of
______________, 2005, by ____________________, as the _________________ of Camden
Development, Inc. a Texas corporation authorized to do business in the state of Florida, and who
has acknowledged that he/she has executed the same on behalf of Camden Development, Inc.
and that he/she was authorized to do so. He/She is personally known to me or has produced
_______________________ as identification.

                                                     __________________________________
                                                     Notary Public, State of Florida
                                                     Affix Stamp




C.My Documents/Incentive Agreements/Camden/Incentive Agreement.Redline.4.22.05



23
                                      EXHIBIT A

                    LEGAL DESCRIPTION OF PROPERTY


THE WEST 140 FEET OF LOT 20, THE EAST 60 FEET OF LOT 21, ALL OF LOT 22 AND THE WEST 10
FEET OF LOT 23, J.M. WILCOX ADDITION TO ORLANDO, ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK "C", PAGE 64, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA
LESS THAT PART OF THE ABOVE DESCRIBED REAL PROPERTY LYING WITHIN 40 FEET OF THE
CENTERLINE OF STATE ROAD #50, SECTION #7506; SAID CENTERLINE BEING DESCRIBED IN
DEED BOOK 905, PAGE 539, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA. SUBJECT TO AN
EASEMENT AND RIGHT-OF-WAY TO SEABOARD AIRLINE RAILROAD COMPANY DESCRIBED IN
DEED BOOK 1025, PAGE 100, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA

AND

LOTS 24, 25, 26, 27, 28, AND 29, AND THE NORTH 31 FEET OF LOT 31 (LESS STREET), JAMES M.
WILCOX ADDITION TO THE TOWN OF ORLANDO, ACCORDING TO THE PLAT THEREOF AS
RECORDED IN PLAT BOOK C, PAGE 64, PUBLIC RECORDS OF ORANGE COUNTY, FLORIDA.

CONTAINING ±151,080 SQUARE FEET MORE OR LESS AND BEING SUBJECT TO ANY
EASEMENTS, RESTRICTIONS AND RIGHT-OF-WAY OF RECORD.




24
      EXHIBIT B
     MASTER PLAN




25
                                            EXHIBIT C


                  ORLANDO COMMUNITY REDEVELOPMENT AGENCY
                  DOWNTOWN RESIDENTIAL INVESTMENT PROGRAM

Residential development is a key component to successful Downtown revitalization. Benefits
include an expanded tax base, increased retail demand, increased overall vitality, expanded
customer base for existing businesses, efficient use of existing infrastructure and encouragement
of responsible development patterns. This program is designed to encourage within certain areas
of the Central Business District and Parramore Districts, a wide range of housing options
including ownership, rental and workforce housing.

                         BENEFITS OF DOWNTOWN RESIDENTIAL

The Downtown Plan (Downtown Outlook) emphasizes the importance of encouraging additional
downtown multifamily development. Desired benefits of such development include:
          Continued development of Downtown Orlando as a true 24/7 neighborhood
          Takes advantage of existing infrastructure and reduces urban sprawl
          Increases the tax base
          Reactivates retail along key streets within downtown core
          Increases demand for full array of downtown goods and services
          Complements other public and private investments within downtown
          Increases demand for transit opportunities
          Promotes pedestrian activity resulting in a safer and more vibrant downtown

                                       PROCESS OVERVIEW

        The Downtown Residential Investment Program Application Review Committee will
         accept applications up to two times per year and evaluate applications on a competitive
         basis.
        The Committee is comprised of the following: Economic Development Director,
         DDB/CRA Director, Real Estate Manager, Housing Director, Chief Financial Officer.
        Applicants will be scored on a defined list of required and prioritized elements related to
         the development proposal. These elements are designed to achieve program objectives.
         The Committee will score proposal to determine eligibility and percent of TIF rebate.



26
        To ensure critical mass and to promote areas of downtown experiencing soft housing
         market conditions, the program targets blocks closest to the core. Program district
         includes and surrounds the Downtown Destination Activity Catalyst Program designed to
         stimulate a multi-activity urban core. (See attached map.)
        Applicants required to demonstrate need for public funding and disclose proforma and
         financial information to the Application Review Committee. Applicants must complete
         the City of Orlando‟s proforma questionnaire.
        Developer required to commence building construction (for entire project) within 24
         months of program agreement approval date to remain eligible for TIF rebate. Certificate
         of Occupancy must be obtained within 24 months of construction start.
        The TIF rebate program is non-transferable until first two years after Certificate of
         Occupancy date.
        All applicants required to demonstrate 18/6% MBWE participation consistent with City
         Ordinance.
        City of Orlando Living Wage Policy for construction crews must be adopted by applicant.
        The objective of the program is to use as little of the increment as possible. The
         maximum duration for TIF rebate is for 12 years with maximum four-year increments not
         to exceed 35%, dropping to 30% and then to 25%.
        Development proposals must include a minimum of 10 units west of Interstate-4, and 50
         units east of Interstate-4.
        In addition to the above criteria the scoring system is based on: (proposals will be scored
         on a 1-5 scale with 5 being the highest)

            o   Number and percent of mixed uses
            o   Percent of street frontage with active ground floor/retail spaces
            o   Quality and size of usable public space
            o   Level of commitment to commission local artists
            o   Level of public art component visible to the general public
            o   Ability to dedicate art, theatre or cultural space within the project
            o   Demonstration of outstanding civic architecture
            o   Commitment for connection to OUC chilled water
            o   Commitment for City broadband connection
            o   Experience strength/track record of developer
            o   Level of commitment to hire local design team
            o   Inclusion of sustainable building materials
            o   Incorporation of sustainable and quality design
            o   Demonstration of site control/ownership


27
           o Demonstration of market demand and submittal of market study
           o Ability to maximize the number of workforce housing units (defined as units
             where rental or mortgage payments should not exceed 30% of annual median
             household income. Qualifying households must not earn more than 120% of the
             area median household income adjusted for family size (current median household
             income is $54,700). Designated rental workforce housing units would need to
             remain in effect for 30 years and be subject to annual audit for compliance.
             Generally the City deems for sale units below $189,682 as workforce housing).
             Note: Additional workforce housing programs may be available through other
             government agencies including the City of Orlando‟s Housing Department
           o Demonstration of need for TIF rebate
           o Degree of participation in funding downtown alternative transit programs
           o Degree of participation in funding sponsorship of downtown events programs or
             education efforts.
           o Ability to maximize earned TIF to the CRA

Interested parties should submit complete proposals (including proforma) to:

Mr. Frank Billingsley, Executive Director
Community Redevelopment Agency
400 South Orange Avenue, Sixth Floor
Orlando, Florida 32801




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                                Workforce Housing Definition

Workforce housing units are defined as units where rental or mortgage payments do not exceed
30 % of the adjusted gross income of households, based on the area median income, for
households qualifying as Very Low Income, Low Income or Moderate Income. (See table
below) Households qualifying under the definition of workforce housing must not earn more
than 120 % of the Orlando area median household income adjusted for family size. The owner of
the multi-family development designated as rental workforce housing, would need to remain in
effect for 30 years and be subject to an annual audit documenting compliance. This audit is to be
prepared by the developer for review by the Community Redevelopment Agency (CRA). The
maximum sales price for a workforce housing unit is $189,682.



Orlando Area Income Guidelines

                                Very Low       Low              Moderate
                                 50% of    80% of Median        120% of
                                 Median                         Median
                   1 person        $19,150        $30,650          $45,960
                   2 person        $21,900        $35,000          $52,560
                   3 person        $24,600        $39,400          $59,040
                   4 person        $27,350        $43,750          $65,640
                   5 person        $29,550        $47,250          $70,920
                   6 person        $31,750        $50,750          $76,200
                   7 person        $33,900        $54,250          $81,360
                   8 person        $36,100        $57,750          $86,640

Source: U.S. Department of Housing and Urban Development, 2004

Additional funding for workforce housing may be available through other sources
including:
City of Orlando Housing Department (407) 246-2708
Fannie Mae (407) 487-5900
Orange County Housing Finance Authority (407) 894-0014
Florida Community Partners (407) 898-1661




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