HCD RESOLUTION NO

Transcription

1 HCD RESOLUTION NO A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF TAMPA AND ALEXANDER INC OF TAMPA BAY, A FLORIDA CORPORATION, UNDER THE NEIGHBORHOOD STABILIZATION PROGRAM OF THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FOR A LOAN SECURED BY A MORTGAGE AND NOTE IN AN AMOUNT NOT TO EXCEED $700, TO ACQUIRE AND REHABILITATE FORECLOSED RESIDENTIAL PROPERTIES FOR THE PURPOSE OF CREATING AFFORDABLE HOME OWNERSHIP OPPORTUNITIES FOR MODERATE INCOME HOUSEHOLDS; AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERKDEPUTY CITY CLERK TO ATTEST TO SAID AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the U.S. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title 111 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) (PL-I ); and WHEREAS, the City must use NSP funding for the provision of safe, decent and affordable housing to individuals and families of low and middle incomes as defined by HUD for housing programs that assist citizens earning at or below 120% of the Area Median Income (AMI); and WHEREAS, Alexander Inc of Tampa Bay, A Florida corporation (the "Housing Provider") desires to serve as an owner, sponsor and, through an affiliated entity, developer of affordable housing targeted to moderate income citizens within the jurisdictional boundaries of the City; and WHEREAS, the City has determined that the Housing Provider is a capable candidate to provide such housing and render services under the NSP and is willing to provide funding in an amount not to exceed $700, ("NSP Funds"); WHEREAS, all allowable expenses to be reimbursed under this Agreement not to exceed $700, will be paid from NSP Index Codes GBClSQAC (%350,000 -Acquisition) and GBClSQAD-03401(%350,000 -Rehabilitation) (Federal Funds-NSP); and WHEREAS, required by the CDBG Regulations, 24 CFR 570, that before disbursing any NSP funds to any entity, the Participating Jurisdiction must enter into a written agreement (the "Agreement") with that entity; and WHEREAS, it is in the best interest of the City of Tampa to enter into this Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA: Section 1. That the Agreement between the City of Tampa and Alexander Inc of Tampa Bay to provide funding for the acquisition and construction/rehabilitation of a minimum of 7 affordable home ownership housing units in the Sulphur Springs. North Tampa Community, University Sauare and Old West Tampa neighborhoods, a copy of which is attached hereto, is approved in its entirety in substantially similar form.

2 Section 2. That the Mayor of the City of Tampa is authorized to execute and the City ClerkIDeputy City Clerk to attest and affix the Official Seal of the City of Tampa to said Agreement on behalf of the City. Section 3. That the proper offlcers of the City of Tampa are hereby authorized and empowered to do all things necessary and proper to carry out and make effective the terms and conditions of this Resolution and the Agreement. Section 4. That this Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA ON -V 1 ATTEST: ClTY COUNCIL APPROVED AS TO LEGAL SUFFICIENCY: ASSISTANT ClTY ATTORNEY

3 NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT Acquisition/Rehabilitation Affordable Low to Moderate Income Homeownership Program THIS NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT, ("Agreement") is entered into in Tampa, Florida, on 2009, by and between the City of Tampa, a municipal corporation organized and existing under the laws of the State of Florida, ("City"), and Alexander Inc of Tampa Bay ("Housing Provider"). RECITALS WHEREAS, the U.S. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title 111 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) to be used for NSP objectives; and WHEREAS, under NSP, foreclosed or abandoned properties as defined by HUD regulations may be acquired for rehabilitation then made available for homeownership to households earning at or below 120% Area Median Income (AMI); and WHEREAS, the City may provide portions of its fund award to Housing Providers capable of fulfilling such NSP objectives; and WHEREAS, the Housing Provider desires to serve as developer of affordable housing targeted to moderate-income residents earning at or below 120% Area Median Income and located in any or all of the Sulphur Springs, Old West Tampa, North Tampa Community, or University Square NSP Target Neighborhoods (the "Target Neighborhoods); and WHEREAS, the Housing Provider is acceptable to the City to receive NSP funds to be used pursuant to the terms and conditions of this Agreement, which funds shall be secured by a deferred payment promissory note and mortgage. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, the parties hereto agree as follows: ARTICLE I. SCOPE Section 1. General Objectives. Housing Provider shall develop and market single family affordable housing (the "NSP Units") in the Target Neighborhoods. All acquisition, repair, or rehabilitation activities shall be performed within the time periods and in the manner specified in Schedule A, attached hereto and by reference made a part hereof (the "Project"). The Project may include housing units that are not NSP Units, but the Housing Provider shall complete no fewer than the number of NSP Units agreed to in Schedule A. Only the activities, costs and expenses detailed in Schedule A shall be funded under this Agreement.

4 Section 2. Identification of Property(ies). Housing Provider shall identify each parcel of real property it seeks to acquire for Project purposes. The property shall meet the definition of foreclosed or abandoned properties under the NSP program guidelines and the proposed purchase price must reflect a discount not less than 1% of the property's appraised market value. Section 3. Subsequently Acquired Properties. If at the time of execution of this Agreement, the real property(ies) that the Housing Provider intends to acquire has not been identified, or if additional real property to be included in the Project is acquired after execution of this Agreement, then Schedule A shall be supplemented or amended to include the specific description and location of such property as soon as it or they are identified by the Housing Provider. Such amendments or supplements to Schedule A shall not require approval from City Council as long as the total funding under this Agreement remains unchanged and the NSP objectives set forth in this Article I are met. (a) Execution of Note and Mortgage. The total amount funded under this Agreement shall be evidenced by an NSP Loan Deferred Payment Note secured by a Mortgage (hereafter referred to as the "Note" and "Mortgage") that shall encumber all real property acquired by the Housing Provider in furtherance of the Project, whether existing at the time of execution or acquired subsequently, and secure all obligations of the Housing Provider under this Agreement. Housing Provider agrees and covenants that it shall provide all information and execute all documents, security agreements, mortgages, amendments or supplements that the City may require, at the City's discretion, to create, perfect, or extend the mortgage liens to any and all Project properties. The Note and Mortgage shall be in essentially the same format as the form instruments attached hereto as Exhibits "A" and "B" respectively. (b) Project Work. Prior to the purchase of any property, or the commencement of repair or rehabilitation on property already owned by the Housing Provider, each property and function identified by the Housing Provider in Schedule "A" shall be reviewed and approved through the City's Housing and Community Development Division ("HCDM)with the assistance of the City's Real Estate Division or such other City departments or instrumentalities as may be deemed necessary by the City in its sole discretion.. The HCD review process will include a cost reasonableness determination and a project underwriting analysis. All Project work shall be completed in a satisfactory and proper manner in compliance with all local building codes, including the Florida Building Code, the Housing and Community Development Division's Rehabilitation Standards, and statutes and ordinances pertaining to the provision of housing that is decent, safe, sanitary, and fit for habitation. Such work shall be performed, except as otherwise stated herein, by persons or instrumentalities solely under the domain and control of the Housing Provider. Housing Provider shall have written agreements with all parties involved in a Project to establish responsibilities and ensure compliance with all applicable requirements. (c) Plans and Permits. The Housing Provider shall complete the repair or rehabilitation required by this Project in accordance with the plans, drawings and specification filed and approved for permit(s) and/or construction by all applicable authorities including HCD.

5 (d) Completion Date. The Housing Provider shall have all NSP Project funding fully expended and the NSP units occupied by eligible households before the completion date defined or established in Schedule A, Section 3, Step 9 hereto (hereafter the "Completion Date"). All potential homebuyers of the NSP funded properties must complete HCD approved Home Buyer Education Training, and be income qualified by HCD staff prior to closing. (e) Failure to Meet Completion Date; Default. In the event that the Housing Provider defaults under this Agreement by failing to complete and sell to qualified homebuyers the total number of NSP Units required in this Agreement by the Completion Date, the Housing Provider, in addition to any other remedy available to the City under this Agreement, will be required to repay the City the pro-rated portion of the NSP assistance for each NSP Unit not certified as completed by the Completion Date. The pro-rated, per unit NSP assistance shall be calculated as the total amount of NSP project allocation divided by the number of NSP set-aside units. In addition, the Housing Provider shall transfer any NSP Funds on hand at the time of said default and any accounts receivable attributable to the use of NSP Funds to the City for deposit in the Local NSP Trust Account. (f) Compliance Monitoring. The Housing Provider shall comply with such other terms and conditions, including record keeping and reports for program monitoring and evaluation purposes, as may be established for the purpose of carrying out the NSP program in an effective and efficient manner. Housing Provider and the City are jointly responsible to HUD for the collection, preparation and retention of such information, data or reports required by HUD under the NSP program and the Housing Provider shall fully cooperate and participate with the City in performing such functions. ARTICLE 11. FUNDING; CONTRACTUAL RESPONSIBILITIES Section 1. Funding. City agrees to provide funding in an amount not to exceed $700,000.00, as provided in this Agreement, its Schedules, and Exhibits (including the related Note and Mortgage). Housing Provider shall use the funds solely for performance of the General Objectives as described in Article I and as specified in Schedule "A". Section 2. Fees. The City will allow and pay for fees that are normal and customary as part of the acquisition, and rehabilitation process as set forth in Schedule "A". The Housing Provider shall provide written documentation to the City of all fees and other related Project costs for review prior to approval. Section 3. Program Delivery Costs. Construction management fees, soft costs and other project-related costs associated with rehabilitation, and property management during the marketing period shall be considered "Program Delivery" costs and shall be included in Schedule "A. Developer fees shall not exceed 12% of total Project costs and shall be paid from the sales proceeds at time of closing a sale to an eligible home buyer. Real Estate closing fees shall be paid at closing and will not exceed 6% of the sale price for each Housing Unit sold to an eligible home buyer. The City will not pay real estate commissions for abandoned or foreclosed properties acquired by the Housing Provider from mortgage lenders.

6 Section 4. Reimbursed Expenses. During the rehabilitation phase, Housing Provider may apply for periodic reimbursement from the City of all up-to-date expenses paid by the Housing Provider as provided in the Project Budget listed in Schedule A. These periodic reimbursement requests shall be limited to four applications with a minimum of ten percent (10%) held back for the last application, which shall only be made after a Certificate of Occupancy is issued. The City of Tampa will directly pay for, request and cause to be performed any appraisals, title search or examination, boundary surveys, and any required environmental reviews for each proposed project property and such expenses will not be reimbursed to the housing Provider.. Section 5. Sale of Property- Calculation of Sales Price. The sales price of each NSP Unit shall be in an amount equal to or less than the cost to acquire and redevelop or rehabilitate such home or property up to a decent, safe, and habitable condition. The maximum sales price for an NSP Unit shall be determined by aggregating all costs of acquisition, rehabilitation, and redevelopment (which includes related activity delivery costs which generally may include costs related to the sale of the property), or closing costs. The City will determine the final sales price of each NSP Unit prior to entering into a purchase and sale contract with an eligible buyer. ARTICLE 111. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall be effective on the last date of execution by a Party and be coterminous with the Eligibility Period, as said period is described below in this Agreement. Execution by the City shall be defined as signature by the Mayor and attestation by the City Clerk after authorization from City Council. ARTICLE IV. QUALIFICATION AS AFFORDABLE HOUSING For purposes of this agreement, the Housing Provider agrees and covenants that it shall comply with all income qualifications (individuals/families who's income does not exceed 120% AMI), eligibility requirements and affordability requirements of the NSP program as set forth in HERA 2008, as it may be amended from time to time, and the affordability requirements as specified in the City's Consolidated Plan as to the ownership of NSP Units during the term of this Agreement. Section 1. Income Determinations and Eligibility Requirements. The Housing Provider shall determine each NSP Unit homebuyer's eligibility by initially confirming that the homebuyer's annual income is in compliance with NSP program income limits. All NSP Units must be sold to moderate-income persons, (earning at or below 120% AMI). The total household income of any respective homebuyer will be determined and verified by the City for compliance with these income limits prior to closing and acquisition of title and meeting these eligibility requirements will be a condition to closing the sale. The City must confirm the income certification and/or qualification of each potential NSP assisted home buyer. Section 2. Affordability Period. The NSP Unit(s) shall be reserved for income qualified homeowners for fifteen (15) years (the "Affordability Period). The Affordability Period shall begin to run from the date of title transfer to the first eligible homeowner as reflected by the recording date on the deed.. The City will annually monitor these

7 NSP Units for the entire Eligibility Period to verify compliance with income, affordability and Housing Quality Standards (HQS). Section 3. Use Restriction Covenants. No later than the date of closing on the purchase of any property where the Housing Provider will develop one or more NSP Unit, the Housing Provider shall execute and deliver a Land Use Restriction Agreement ("LURA") binding on its transferees, successors or assigns in favor of the City setting forth the affordability requirements and making compliance with the same covenants running with the land for a period of time equal to the Affordability Period. Section 4. RepaymentJRecapture of NSP Funds. In the event the Project, or any NSP Unit therein, does not meet the affordability requirements in this Agreement, the Housing Provider shall reimburse the City the amount of NSP Funds secured by the recorded NSP mortgage and note. The City shall recoup funds in accordance to HERA and deposit the recaptured funds in the City's NSP Trust Account to be used for other NSP eligible affordable housing activities at the discretion of the City. Section 5. Use of NSP Funds. The NSP Funds provided under this Agreement must meet the City's Consolidated Plan objectives and shall be used for the acquisition and rehabilitation of affordable housing for sale to individuals earning at or below 120% AMI. Section 6. Method of Fund Reimbursement - Documentation for Reimbursement Requests. City shall reimburse Housing Provider for all NSP eligible costs in accordance with the Budget and Reimbursement Form attached hereto The Housing Provider shall retain copies of invoices, canceled checks, or other documentation to establish that the work required under Schedule A has been completed and paid for by the Housing Provider and all such documentation shall be available to the City upon request. Requests for reimbursements, at the option of the City and as a condition precedent to reimbursement, shall be accompanied by an acknowledgement of payment and release of mechanic's lien executed by the contractor and any other subcontractor, laborer, supplier or material man who may be entitled to a claim on the Project Property. ARTICLE V. CANCELLATION OF AGREEMENT PRIOR TO FUNDING Except as otherwise provided herein, either party may cancel this Agreement at any time prior to any transfer of NSP Funds to the Housing Provider by providing the other party with a minimum of thirty (30) days advance written notice. ARTICLE VI. OBLIGATIONS SECURED BY MORTGAGE In addition to the monetary sums secured by the Note and Mortgage (Art. I, Sec. 2(b) above), all obligations of the Housing Provider under this Agreement, including but not limited to compliance with the affordability and eligibility requirements in Article 1V hereof, shall be secured by the lien of that Mortgage and any default under this Agreement shall also be a default under that Mortgage.

8 ARTICLE VII. DEFAULT A default shall consist of any violation, whether by performance or omission, of any obligation or covenant created under this Agreement, or the Note, or Mortgage securing the obligations hereof, including but not limited to any use of NSP Funds for a purpose other than as authorized by this Agreement, applicable laws, noncompliance with NSP Program Requirements, or a misrepresentation in the application submission which, if known by City, would have resulted in NSP Funds not being provided. In addition, the Housing Provider will be in default of this Agreement, and the Note and Mortgage, if it defaults under an obligation secured by a lien that is superior to the City's, whether that lien encumbers the Project properties with or without the consent of the City. In the event of a curable default, the City shall provide Housing Provider with a Notice of Default describing the event(s) or act(s) of default and providing a reasonable period in which to cure the same. For purposes of this Agreement, thirty (30) days shall be deemed a reasonable period in which to cure a default. The City is not obligated to provide notice of default and an opportunity to cure to the Housing Provider as to defaults which are incapable of correction or cure. For purposes of this Agreement, if the City is served with a complaint to foreclose a superior mortgage or other lien, the City will not have an obligation to provide notice and an opportunity to cure to the Housing Provider and may seek a judicial remedy available to the City in said foreclosure action. ARTICLE VIII. NON-ASSIGNABILITY This Agreement shall not be assigned by either Party. ARTICLE IX. MODIFICATION Except as provided herein in connection with Schedule A, this Agreement may only be amended or modified by a written instrument executed by the duly authorized representatives of the parties hereto. ARTICLE X. COMPLIANCE WITH LOCAL, STATE AND FEDERAL RULES REGULATIONS AND LAWS Section 1. Regulations Applicable to all Housing Providers. All Housing Providers shall comply with all applicable laws, orders, and codes of the State and Local governments as they pertain to this Agreement, including, but not limited to, the NSP Program requirements of HERA 2008, and all of the following when applicable: 24 CFR Part 570, as amended - The regulations governing the Community Development Block Grant Program 24 CFR Part 1 and 6, Public Law , Fair Housing Act - The regulations issued following Title VI of the 1964 Civil Rights Act and Section 109 of the 1975 Housing and Community Development Act that prohibits discrimination in HUD programs based on sex, race, color, national origin, and religion and administer all programs and activities in a manner to affirmatively further the policies of the Fair Housing Act.

9 24 CFR Part 107 and The regulations issued following Executive Order and Executive Order which prohibits discrimination and promotes equal opportunity in housing. Section 504 of the Rehabilitation Act of 1973, 24 CFR Part 40 and 41 - The regulations that sets forth policies and procedures for the enforcement of standards and requirements for handicap accessibility. The Architectural Barriers Act of 1968 and the American with Disabilities Act provide additional laws on accessibility and civil rights to individuals with disabilities. Age Discrimination Act of 1975 (42 U.S.C. 6101) - The regulation that prohibits discrimination on the basis of age. 29 CFR Parts 3 and 5 - The regulations on labor standard provisions that include the payment of prevailing wages on federally assisted projects as mandated by the Davis- Bacon Act and Contract Work Hours and Safety Standards Act. 24 CFR Part 70 provides information on the use of volunteers. Copeland "Anti-Kickback" Act (1 8 U.S.C. 874 and 40 U.S.C. 276c) - The regulations on contracts for construction or repair awarded by Housing Provider shall include a provision for compliance with the Copeland "Anti-Kickback" Act. 24 CFR Part 58 - The regulations prescribing the Environmental Review procedure under the National Environmental Policy Act of CFR Part The regulations outlining the procedures for the protection of historic and cultural properties. 24 CFR Part 7 and 41 CFR Part 60 equal employment opportunity without regard to race sex, color, religion, age, national origin, and disability in federally assisted construction contracts. Residential Lead Based Paint Hazard Reduction Act of The regulations implemented by 24 CFR Part 35, Subpart B imposes certain requirements on disclosure of lead base paint hazards. 24 CFR Part 24- The regulations that prohibit use of debarred or suspended contractors on federally assisted projects and Drug Free Workplace requirements; issued according to Executive Order CFR Part 49 - The regulations on eligibility restrictions for certain resident aliens. 24 CFR Part 87 and Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - The regulations for restrictions on lobbying and required certifications. Executive Order The regulations on increasing opportunities and access for Disadvantaged Businesses. HUD requirements - All other required reports, circulars, and procedures when applicable. Administrative Procedures - The rules issued by the City of Tampa in relation to process and procedures.

10 Clean Air Act (42 U.S.C. 7401) and the Federal Water Pollution Control Act (33 U.S.C et seq.) - The regulations and provision that requires compliance with all applicable standards, orders, or regulations issued following the rule. ADA Compliance. The Housing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (All local, state and federal codes shall apply). These regulations govern the availability of housing with accommodations for handicapped individuals. Minority and Women's Business Enterprises. The requirements of Executive Orders , 12432, 12 I38 and 24 CFR 85.36(e) applies to grants under this part. Consistent with HUD's responsibilities under these Orders and with the City's Ordinance No Part 2, the Housing Provider must make efforts to encourage the use of minority and women's business enterprises in connection with funded activities. Section 2. Other Local, State and Federal Requirements. The Housing Provider, its employees and agents, shall comply with all applicable City Codes, ordinances and procedures and policies set forth in the City of Tampa Housing and Community Development Division's Manual of Procedures and Standards, including but not limited to the following: (a) Section 3. The purpose of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) (Section 3) is to ensure that employment and other economic opportunities generated by HUD financial assistance (greater than $100,000) shall, to the greatest extent feasible, and consistent with existing Federal, State and local laws and regulations. be directed to low- and very low income persons, particularly those who are recipients of government assistance for housing, and to business concerns which provide economic opportunities to low- and very low-income persons. Compliance with the provisions of Section 3 shall be a condition of the Federal financial assistance provided under this contract and binding upon the City, the Housing ProviderIHousing Provider and any of the Housing ProviderIHousing Provider's subcontractors. Failure to fulfill these requirements shall subject the Housing ProviderIHousing Provider and any of the Housing ProviderIHousing Provider's subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Housing ProviderIHousing Provider certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. The Housing ProviderIHousing Provider will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. The Housing ProviderIHousing Provider further agrees to comply with these Section 3 requirements to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 8

11 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very lowincome residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for lowand very low-income persons residing in the metropolitan area in which the project is located. " The Housing Provider agrees to notify the City, at the time the construction cost work write up is submitted for consideration, of any and all job openings related to the project. The Housing ProviderIHousing Provider further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the City of Tampa; where feasible, priority should be given to low- and very lowincome persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. Housing Provider shall submit to HCD a Section 3 Plan for each house acquired with NSP funding, and shall submit a Final Section 3 report with the final draw for each house. (b) ADA Compliance. The Housing ProviderIHousing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (state and local government grantees). Section 3. Nondiscrimination in Housing. The Housing Provider shall not discriminate on the basis of race, creed, religion, color, age, sex, marital status, familial status, national origin, or handicap in the award application process for eligible housing. Section 4. Provisions Applicable to Non-Profit Housing Providers In addition to complying with all the foregoing provisions in Sections 1, 2 and 3 above, if the Housing Provider is a non-profit entity, it shall comply with the following: Uniform Relocation Assistance and Real Property Acquisition Policies Act of These policies provide for displacement, relocation assistance, and real property acquisition as defined by 42 U.S.C (URA) (42 U.S.C. 4601), and implementing regulations issued by the Department of Transportation at 49 CFR part 24 and section 1 O4(d) of the Housing and Community Development Act of 1974 (42 U.S.C. 5304(d)). 24 CFR Part 84 and OMB Circular A Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Non-Profit

12 Organizations. These regulations include the Conflict of lnterest provision under 24 CFR and 570 as it applies to procurement. OMB Circular A-122 -The regulations that identify cost principals for nonprofits. OMB Circular A The regulations concerning annual audits. Section 5. Public Records and Reporting. The Housing Provider shall assist the City in complying with any public records requests to the City related to or connected with this Agreement. The Housing Provider shall provide quarterly reports and an annual report with information on the Project detailing the information for applicable federal, state and local programs, including, but not limited to the number of households served by income category, age, family size, race, and data regarding any special needs populations. Also, such reports shall contain information concerning support services available to the residents of affordable housing provided by local programs. ARTICLE XI. PROPERTY STANDARDS Section 1. Housing Construction Standards. All housing rehabilitation and construction work using NSP Funds shall meet all applicable state and local construction codes (including but not limited to the Florida Building Code or Housing and Community Development Division Rehabilitation Standards and zoning ordinances at the time of Project completion.. All NSP Unit housing shall meet the accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and shall also meet the design and construction requirements at 24 CFR , which implement the Fair Housing Act (42 U.S.C ). Housing Provider shall promptly correct all cited code violations and avoid any fines or assessments or related liens to be imposed on the Project property. The Housing Provider shall maintain the NSP Unit housing in compliance with allapplicable state and City of Tampa housing quality standards and code requirements for the duration of the Eligibility Period. The Housing Provider is responsible for maintenance, repair and upkeep of each NSP Unit. City reserves the right to inspect the NSP Unit(s) for compliance with the standards listed above at Certification of Occupancy. All contractors must adhere to the HCD ENERGY EFFICIENCY MEASURES (REHAB & INFILL) and follow Sustainability practices for demolition/deconstruction, the use of recycled materials and, the use of additional energy savings designs, systems or equipment. Section 2. Environmental Conditions and Historic Preservation. Air and Water The Housing Provider agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: Clean Air Act, 42 U.S.C., 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. FIood Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Housing Provider shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained

13 and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). Historic Preservation The Housing Provider agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Section 3. Lead Paint Hazards. The Housing Provider will comply with HUD's key requirements for all rehabilitation projects. The Housing Provider will perform all housing rehabilitation activities in compliance with the Lead Safe Housing Rule, 24 CFR 35, unless the property was constructed on or after January 1, 1978 or for any rehabilitation that does not disturb a painted surface. For rehabilitation activity on pre-1978 units that disturbs a painted surface, the following provisions shall apply: Lead-Based Paint The Housing Provider agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR , and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of leadbased paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead-based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. Paint testing. The Housing Provider shall either perform paint testing on the painted surfaces to be disturbed or replaced during rehabilitation activities, or presume that all these painted surfaces are coated with lead-based paint. Residential property receiving an average of up to and including $5,000 per unit in Federal rehabilitation assistance. (1) Conduct paint testing or presume the presence of leadbased paint. If paint testing indicates that the painted surfaces are not coated with lead-based paint, safe work practices and clearance are not required. (2) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed. (3) After completion of any rehabilitation disturbing painted surfaces, perform a clearance examination of the worksite(s) in accordance with Sec Clearance is not required if rehabilitation did not disturb painted surfaces of a total area more than that set forth in Sec (d). Residential property receiving, an average of more than $5,000 and up to and including $ per unit in Federal rehabilitation assistance. (1) Conduct paint testing or presume the presence of lead-based paint. (2) Perform a risk assessment in the dwelling units receiving 1 I

14 Federal assistance, in common areas servicing those units, and exterior painted surfaces, in accordance with Sec (b), before rehabilitation begins. (3) Perform interim controls in accordance with Sec of all lead-based paint hazards identified. (4) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed and is known or presumed to be lead-based paint. Communication with residents. The Housing Provider must ensure that eligible buyers receive, upon the completion of any lead hazard reduction work and prior to the sale of the NSP Unit, a Notice of Lead Hazard Reduction. ARTICLE XII. EQUAL EMPLOYMENT OPPORTUNITY; WOMEN AND MINORITY BUSINESS ENTERPRISES The Housing Provider shall comply with the City of Tampa Code of Ordinances Chapter 26.5 Part 11, regarding Equal Employment Opportunity and Affirmative Action. ARTICLE XIII. CONFLICT OF INTEREST The Housing Provider represents and warrants that no member of, or Delegate to, the Congress of the United States has been or shall be admitted to any share or part of this contract or to any benefit to arise from the same. The Housing Provider represents and warrants that no member of the governing body of the locality in which the project is situated, and no other public official of such locality or localities who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision-making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. The Housing Provider represents and warrants that no person who is an employee, agent, consultant, officer, or elected or appointed official of the Housing Provider and who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. ARTICLE XIV. PROJECT PUBLICITY Any news release or other type of publicity pertaining to the work performed pursuant to this Agreement shall recognize the City as a participant. ARTICLE XV. MARKETING NSP UNITS

15 The Housing Provider has primary responsibility to market available NSP Units. The Housing Provider shall affirmatively and aggressively market any NSP Unit available for purchase without regard to race, color, national origin, sex, religion, familial status or disability. The Housing Provider, in soliciting potential homebuyers, shall do the following: Use the Equal Housing Opportunity logo in all advertising; Display a Fair Housing poster in the sales office; Where appropriate, advertise using media likely to reach persons least likely to apply for the housing such as minority outlets and newspapers. Maintain files of the affirmative marketing activities for five (5) years and provide access thereto to City Staff; Verify all information concerning NSP applicants or household members, which may be obtained from any source by the Housing Provider, or its assignees or designees. All potential NSP Unit home buyers will be required to complete an HCD approved Homebuyer Education class prior to closing. Potential NSP Unit home buyers must be income qualified by HCD as having household income at or below 120% AM1 as required by NSP regulations. ARTICLE XVI. MAINTENANCE OF RECORDS Housing Provider shall maintain such records and accounts, including program records, project records; financial records; program administration records; equal opportunity and fair housing records; Women and Minority Business Enterprise (WMBE) records; income determination/eligibility records; records supporting exceptions to the conflict of interest prohibition; and any other records as are deemed necessary by the City to assure a proper accounting and monitoring of all NSP Funds. Failure to or improper maintenance of records as required under this Article shall de a default under this Agreement and provide grounds for termination of the same. With respect to all matters covered by this Agreement, records will be made available for examination, audit, inspection or copying purposes at any time during normal business hours and as often as the City may require. Housing Provider will permit same to be examined and excerpts or transcriptions made or duplicated from such records, and audits made of all contracts, invoices, materials, records of personnel and of employment and other data relating to all matters covered by this Agreement. The City's right of inspection and audit shall be in addition to any rights to inspection or audit by another agency, whether local or State. The Housing Provider shall retain all records and supporting documentation applicable to this Agreement for the most recent five-(5) year period, except as provided below:

16 (a) (b) (c) Records shall be retained for five (5) years after the project completion date; except that records of individual income verifications, and project inspections must be retained for the most recent five (5) year period, until five (5) years after the eligibility period terminates. Written agreements shall be retained for five (5) years after the agreement terminates. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the required period, whichever is later. ARTICLE XVII. AUDIT/FINANCIAL STATEMENT REQUIREMENTS During the term of this Agreement, Housing Provider shall provide the City with its annual audit or financial statement within ninety (90) days of the end of each operating year. Said auditlfinancial statement shall be prepared by an actively licensed certified public accountant. Non-Profit organizations must provide audited financial statements as requested. ARTICLE XVIII. NEGATION OF AGENT OR EMPLOYEE STATUS The Housing Provider acknowledges and represents that it is an independent agent, and nothing contained herein shall in any way be construed to constitute or define the Housing Provider or any of its assistants, representatives, agents, subagents, employees, contractors, partners, affiliates, holding companies or subsidiaries to be representatives, agents, subagents, or employees of the City. The Housing Provider acknowledges that the City is not required to withhold any federal income tax, social security tax, state and local tax, or to secure workers' compensation insurance or employers' liability insurance of any kind, or to take any other action with respect to such insurance or taxes on behalf of the Housing Provider, or its assistant(s), representatives, agents, subagents, employees or contractors. In no event and under no circumstances shall any provision of this Agreement make the City liable to any person or entity that contracts with or that provides goods or services to Housing Provider in connection with services that the Housing Provider has agreed to perform hereunder or otherwise, or for any debts or claims of any nature accruing to any person or entity against Housing Provider. There is no contractual relationship or third party relationship, either express or implied, between the City and any person or entity supplying any work, labor, services, goods or materials to Housing Provider as a result of this Agreement. ARTICLE XIX. SUBCONTRACTS Housing Provider shall conduct and supervise all work pursuant to this Agreement. If any part of the work is assigned or subcontracted, it shall not in any way affect the provisions of this Agreement and Housing Provider remains at all times responsible for the work of subordinates, subcontractors and or assigns unless expressly released from such responsibility by the City. Housing Provider may subcontract the rehabilitation of NSP Units to properly licensed

17 and insured contractors as approved by the City. Any substitution of contractors must be reviewed and approved by HCD staff. Davis Bacon. The Housing ProviderIHousing Provider agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Housing Provider agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Housing Provider shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request. The Housing Provider agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2, for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Housing Provider of its obligation, if any, to require payment of the higher wage. The Housing Provider shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. ARTICLE XX. INDEMNIFICATION The Housing Provider shall defend, hold harmless and indemnify the City from and against any and all liability, injury, loss, claims, damages, costs, reasonable attorneys' fees and expenses of whatever kind or nature which the City may sustain, suffer or incur or be required to pay by reason of: (c) The loss of any monies paid to Housing Provider; Fraud, defalcation or dishonesty on the part of any person representing, employed by, contracted or subcontracted by Housing Provider; Any act, omission, wrongdoing, misconduct, want of care or skill, negligence or default on the part of Housing Provider or any of its contractors, subcontractors, sub-subcontractors, material men, suppliers and laborers in the performance of this Agreement or the operation of the Project; or The indemnity hereunder shall survive termination of the Agreement. In the event that any action, suit or proceeding is brought against the City upon any claim related to or arising out of this Agreement or the Project, or any other matter indemnified against, the City at once shall give notice in writing thereof to Housing Provider in the manner provided for notices in this Agreement.

18 ARTICLE XXI. INSURANCE A. The Housing Provider shall, during the period of this Agreement and as to all operations involving the Project provide, pay for and maintain with companies satisfactory to the City, the types of insurance described below in this Article. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. Such insurance shall be primary coverage to the City who shall be named as an additional insured as to all applicable coverages, including general liability policies, and shall contain a cross-liability or severability of interest clause. The insurance coverage and limits required must be evidenced by properly executed certificates of insurance on forms furnished by or acceptable to the City. The authorized representative of the insurance company shown on the certificate must personally manually sign each certificate. The Housing Provider shall submit a copy of the certificate(s) to the City of Tampa Housing and Community Development Division, 2105 North Nebraska Avenue, Tampa, Florida 33602, within thirty (30) days of the effective date of this Agreement. In the event the Housing Provider fails to submit the certificate(s) verifying the minimum coverage's and amounts specified herein, the City, at its own discretion, may withhold payment of NSP Funds until such time as the certificate(s) islare received by the City's Housing and Community Development Division. B. Thirty (30) days written notice shall be given to the City of any cancellations, intent not to renew, or reduction in the policy coverage, except in the application of the aggregate liability limits provisions. Should any aggregate limit of liability coverage be reduced, it shall be immediately increased back to the limit required by this Agreement. The Housing Provider shall be responsible for any deductibles under its policies. The Housing Provider shall ensure that all of its contractors and subcontractors carry adequate types and limits of insurance and provide proof of the same to the City upon demand. C. The required coverages are as follows: (a) Workers' Compensation and Employers' Liability Insurance shall be provided for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amount of the employers' liability insurance shall not be less than $100, each accident, $500, disease aggregate, and $100, disease each employee. (b) Commercial General Liability Insurance shall be written on IS0 occurrence form CG 00 01, or substitute form providing equivalent coverage, with a minimum limit of $600, each occurrence. Such policy shall include the City as an additional insured and shall cover liability arising from premises and operations, independent contractors, products and completed operations, personal and advertising injury, and liability assumed under this Agreement. Completed operations liability coverage shall be maintained for a minimum of one-year following completion of the work. (c) Automobile Liability Insurance shall be maintained in accordance with the laws of the State of Florida as to the ownership, maintenance, and use of all owned, non-owned, or hired vehicles used concerning this Agreement. The minimum limit shall be $500, bodily injury and property damage combined single limit each accident.

19 (d) Property Insurance. Housing Provider shall provide hazard insurance as required for fire for the full value of the property, and shall cause the City to be named as the beneficiary relative to its interest and its loan position on the property for the full term of the Eligibility Period. (e) Flood Insurance. The Housing Provider agrees that, in accordance with Section 202 (a) of the Flood Disaster Protection Act of 1973 (42 U.S.C ) the use of any funds provided under this part for acquisition or construction (including housing rehabilitation) purposes in special flood areas shall be subject to the mandatory purchase of flood insurance requirements of Section 102 (a) of said Act (42 U.S.C. 4021a). The Housing Provider shall provide flood insurance for the full value of the property as required by said laws. ARTICLE XXII. RELIGIOUS ORGANIZATIONS The Housing Provider shall not provide NSP Funds to primarily religious organizations, such as churches, for any activity including secular activities. In addition, the Housing Provider shall not use NSP Funds to rehabilitate housing owned by primarily religious organizations or to assist primarily religious organizations in acquiring housing. ARTICLE XXIII. SURVIVAL All provisions of this Agreement intended to survive or to be performed subsequent to the end of the period of this Agreement shall survive the termination of this Agreement. ARTICLE XXIV. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. ARTICLE XXV. HEADINGS All article and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof. ARTICLE XXVI. VENUE This Agreement shall be construed under the laws of the State of Florida. Venue shall be in Hillsborough County, Florida. ARTICLE XXII. WAIVER OF JURY TRIAL In the event any legal proceedings arise out of this Agreement, Housing Provider waives any and all right it may have to a jury trial. ARTICLE XXVIII. ESTOPPELMAIVER

20 The failure of the City to enforce any term or condition of this Agreement shall not constitute a waiver of subsequent non-performance or default or estoppel of any subsequent enforcement of violations of this Agreement. ARTICLE XXIX. MERGER CLAUSE This Agreement together with the Schedules and Exhibits hereto sets forth the entire agreement between the parties and there are no promises or understandings other than those stated herein. It is further agreed that no modification, amendment or alteration of this Agreement shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. The Exhibits and Schedules to this Agreement will be deemed to be incorporated by reference as though set forth in full herein. In the event of a conflict or inconsistency between this Agreement and the provisions in the incorporated Schedules and Exhibits, then this the Schedules and Exhibits shall prevail. ARTICLE XXX. NOTICE AND GENERAL CONDITIONS All notices which may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service or by certified mail return receipt requested addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by mail, on the date of actual receipt, whichever is applicable to the mode of delivery. Where facsimile or e- mail notices are given, they shall be deemed received on the date of sending. Citv of Tam~a City of Tampa Division of Housing and Community Development Attn: Manager North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon.West(~tampa~ov.net Housing Provider Alexander Inc of Tampa Bay Attn: Sudesh Maraj 1426 W. Busch Blvd. Tampa, FL Tel: Fax: max@,maxmarai.com

21 ARTICLE XXXI. TERMS Capitalized terms contained herein shall have the definition assigned. Capitalized terms contained herein that do not have the definition assigned shall have the meaning assigned in the applicable local, state or federal regulations. ARTICLE XXXII. SUBORDINATION This Agreement is not and shall not be subject and subordinate in any respect to the liens, terms, covenants and conditions of the mortgage and other agreements securing the Senior Lender notes or other obligations without previous written consent from the City. IN WITNESS HERETO, the parties herein have caused this Agreement to be executed at the place and on the day specified hereinabove. ATTEST: CITY OF TAMPA SHIRLEY FOXX-KNOWLES, CITY CLERK State of Florida County of Hillsborough BY: PAM IORIO, MAYOR The foregoing instrument was acknowledged before me this day of, 2009, by the Honorable PAM IORIO, Mayor of the City of Tampa, and on behalf of the City of Tampa, who is personally known to me. Seal: Signature of NOTARY PUBLIC State of Florida at Large APPROVED AS TO FORM BY: Assistant City Attorney

22 Witnesses: Signature Housing Provider, Alexander Inc of Tampa Bay a Florida corporation By: Name: Title: Name typed or printed Signature Name typed or printed State of Florida County of SS: The foregoing instrument was acknowledged before me this day of > 2009 by, President of, a Florida corporation, who is personally known to me or has provided Florida Driver License as identification. Signature of person taking acknowledgment Name of acknowledger typed, printed or stamped NOTARY PUBLIC State of Florida Serial number (if any): My Commission Expires:

23 SCHEDULE "A" Section 1. Real Property Identified Target Neighborhood Affected: (Sulphur Springs, North Tampa Community, University Square and Old West Tampa) Property #1 Sites to be determined. Folio Number: Street Address: Legal Description: [Together with other as yet unidentified acquisition candidates] Section 2. Scope of Work Housing Provider shall utilize NSP funding to acquire and rehabilitate a minimum total of 7 units. All of the units must be located within NSP target neighborhoods. The following is a specific breakdown of the NSP target neighborhood, funding amounts and number of units to be provided by the Housing Provider. Once rehabilitation is complete, the units will be sold to NSP qualified homebuyers. Sulphur SpringshJorth Tampa Community/University Square Old West Tampa 5 Units 2 Units $ 500,000 $ 200,000 Section 3. Step 1: Schedule Execution of this Agreement Step 2: If not already accomplished, Housing Provider locates and identifies the Project property or properties (hereafter the "Project Property"), whether singular or plural) no later than nine (9) months after execution of this Agreement. If the Project Property has been identified, Housing Provider will proceed to Step 3. Step 3: Housing Provider shall submit to the City of Tampa's Division of Housing and Community Development Department (HCD) and the Real Estate Department (RED) all relevant information about the proposed Project Property it seeks to acquire, including but not limited to the total project cost, property acquisition price and the estimated costs of rehabilitation, repair or other improvements, Project financials and any other information or documentation needed to establish that the acquisition meets NSP requirements and objectives. Step 4: The City, through, HCD and RED shall review the information provided by the Housing Provider and perform a cost reasonableness assessment and project underwriting analysis, after which, in its sole discretion, shall either approve or reject the proposed Project Property acquisition. If approved, Schedule "A" shall be amended or supplemented as needed to 2 1

24 describe the Project Property by legal description, folio number and address and a work estimate will be completed and made part of the supplement or amendment. The acquisition price and work estimates shall not exceed the funding commitment in this Agreement and be consistent with the amounts budgeted for acquisition and rehabilitation in this Schedule. If rejected, Housing Provider may locate and identify an alternate proposed property so long as the nine (9) month deadline has not expired. Otherwise, this Agreement shall be deemed terminated and the parties shall have no further obligations. Step 5: Once a proposed Project Property is approved by the City, Housing Provider shall enter into Contract(s) for Sale and Purchase (the "Contract") with the seller of the property. Such Contract(s) shall include a provision permitting the assignment to the City of all rights bestowed by the contract. Step 6: Closing shall be scheduled as soon as possible after the Contract is executed. At closing, the City shall disburse funds not to exceed the budgeted amount for acquisition to acquire the Project property, provided that the Housing Provider executes and delivers to the City a Note and Mortgage creating a first lien priority over the Project property.(see Composite Exhibit "B") and an executed LURA. Step 7: No later than ninety (90) days after closing, the Housing Provider shall submit rehabilitation plans and work cost write-ups for the Project Property acquired for HCD's consideration. HCD may approve or reject such plans at its sole discretion. Plans must comply with the regulations and standards established in this Agreement. If approved, the Housing Provider shall then obtain all necessary permits and approvals from the City's Construction Services Department and any other appropriate authority. If rejected, Housing Provider shall amend its plans to comply with the demands of HCD before acquiring permits. Step 8: Rehabilitation work in accordance with approved plans and permits shall begin immediately upon receiving the permits and shall be completed no later than one hundred and twenty (120) days from the date the permits were issued or plans approved. At the conclusion of the rehabilitation work, the Housing Provider shall deliver to HCD adequate proof that a Certificate of Occupancy ("C.O.") for the Project property has been issued by the proper authority or, in the event a C.O. is not applicable or required, request an inspection from HCD to confirm and verify that all work required under this Schedule, the plans and/or permits has been satisfactorily completed.. Step 9: City will reimburse the Housing Provider its NSP housing delivery costs (defined as: insurance, taxes, lawn maintenance, and security), and other HCD approved costs for ninety (90) days after the C.O. is issued. Housing Provider shall have all NSP Units sold to income qualified persons and shall have all NSP funding fully expended no later than six months after the C.O. is issued (the "Completion Date").Housing Delivery costs will not be reimbursed after the expiration of the first ninety days, after which all costs will be the responsibility of the Housing Provider. Step 10: Throughout the Eligibility Period, Housing Provider, its successors, assigns and transferees shall maintain the NSP Unit(s) in compliance with the standards and regulations contained in this Agreement.

25 Section 4. Property Maintenance. Housing Provider is responsible for performing all property maintenance of Project Property and NSP Units while actively rehabilitating the property until sold. Eligible expenses will be reimbursed until such time a C.O. is issued or HCD has verified completion and has accepted the Project work, and for 90 days thereafter. Theft of items from the property, or damage to the property will be the responsibility of the Housing Provider until sold to eligible buyer. Section 5. Budget and Reimbursements. Acquisition, rehabilitation and/or constr~~ction costs funded by this Agreement shall be apportioned generally as per the Project Budget and Reimbursement Form but may be amended or supplemented as the work progresses. Housing Provider shall apply for reimbursements using the Project Budget and Reimbursement Form. Section 6. Reporting. During the term of this agreement, the Housing Provider shall provide HCD with quarterly reports in the form provided below. I. Reporting Period (Please check one) CITY OF TAMPA QUARTERLY REPORT October I - December 3 1 April I - June 30 January I - March 30 July I - September Proiect Eligibility Activities Benefiting Low and Moderate Income (LMI) Persons / Households Area-Wide Basis Limited Clientele Housing Activities 0 Job Creation/Ret # LM I Beneficiaries Proposed # LMI Actual Beneficiaries To Date 111. Race / Ethnicitv Reporting Total Persons/Households Assisted >80% of Median >50% to <=SO% of Median >30% to <=50% of Median <=30% of Median Oct-Dec Jan-Mar Apr-Jun Jul-Sep Total --

26 White 1 Black/African American - American IndianIAlaskan Native Native HawaiianIPacific Islander American Indian/Alaska Native Am IndianJAlas Nat & White Asian & White Black & White Am IndianIAlas Nat & Black Other Multi-Racial IV. Descrintion of Proiect V. Description of Accomplishments Achieved During Reporting Period VI. Certification It is hereby certified by the Housing Provider that the project facilities, funded in whole or in part by federal NSP funds, continue to be used for the approved activity, continue to meet the specified national objective, and continue to serve the number of beneficiaries originally intended in the project application or amended application, if applicable. Signature: 1 Typed Name and Title: Housing Provider Certification Date: End of Schedule A

27 ATTACHEMENT 1 TO SCHEDULE "A" PROJECT BUDGET AND REIMBURSEMENT FORM Submit To: Housing and Community Development; 2105 N. Nebraska Avenue; Tampa, Florida Housing Provider: Alexander Inc of Tampa Bay Acquisition PROPERTY ADDRESS APPROVED BUDGET $350,000 1 DATE INVOICED1 SPENT TO CURRENT INVOICE I REMAINING BUDGET Rehabilitation I Total NSP Budget $350,000 Match Payable To: Address: Authorized Signature: (Attach Supporting Invoices, Receipts and Supporting Documents)

28 Exhibit "A" This instrument prepared by and returned to: City of Tampa Housing & Community Development Division N. Nebraska Avenue Tampa, FL Folio: ClTY OF TAMPA MORTGAGE TO SECURE AN NSP LOAN AGREEMENT, hereinafter, and if more than one party jointly and severally, called "Borrower", having its address at in the City of Tampa, County of Hillsborough, and State of Florida, and the ClTY OF TAMPA, a municipal corporation organized and existing under the laws of the State of Florida, whose principal address is 315 E. Kennedy Boulevard, Tampa, Florida 33602, its successors, agents or assigns hereinafter called "Lender". WITNESSETH: This Mortgage is made on or as of this - day of, 200- between the Lender and Borrower to evidence and secure the payment of ($0,000.00) Dollars, with interest thereon, which shall be payable in accordance with that certain NSP Loan Deferred Payment Promissory Note of even date herewith, a copy of which is attached hereto ( the "Note"), and any and all other indebtedness and obligations of the Borrower pursuant to the provisions of the Note and this Mortgage, and the underlying Neighborhood Stabilization Program Loan Agreement for the Provision of Moderate Income Home ownership Housing dated, 200-, a copy of which is attached hereto (the "NSP Loan Agreement"), in consideration of which the Borrower(s) hereby grant(s), convey(s) and mortgage(s) to the Lender: ALL THAT certain lot, piece or parcel of land situated in the City of Tampa, County of Hillsborough and State of Florida, bounded and described as follows (and hereafter referred to as the "Property"): Street Address: Legal Description: TOGETHER with all the improvements now or hereafter effected on the Property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and

29 profits, water rights, and water stock, and all fixtures now or hereafter attached to the. Property, all of which, including replacements and additions thereto, and TOGETHER with any and all awards now or hereafter made for the taking of the Property mortgaged hereby, or any part thereof (including any easement) by the exercise of the power of eminent domain, including any award for change of grade or location of any street or other roadway, which awards are hereby assigned to the Lender and are deemed a part of the Property mortgaged hereby; and the Lender is hereby authorized to collect and receive the proceeds of such awards, to give proper receipts and acquittances therefore, and to apply the same toward the payment of indebtedness secured by this Mortgage, notwithstanding the fact that the amount thereon may not then be due and payable; and TOGETHER with all rights, title and interest of the Borrower in and to the land lying in the streets, roads, or alleys adjoining to the above-described land. All the above described land, buildings, other structures, fixtures, articles of personal Property, awards and other rights and interests being hereinafter collectively referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the Mortgaged Property and every part thereof unto the Lender, its successors and assigns forever for the purposes and uses herein set forth, and the Borrower further covenants and agrees with the Lender, as follows: 1. PAYMENT OF PRINCIPAL AND INTEREST The Borrower shall promptly pay any and all principal and interest on the indebtedness evidenced by the Note and all other charges and indebtedness provided therein and in this Mortgage, at the times and in the manner provided in the Note and in this Mortgage. 2. TAXES, ASSESSMENTS AND LIENS. The Borrower shall pay when due all taxes, assessments, or other governmental charges, fines and impositions, of every kind and nature whatsoever, now or hereafter imposed on the Mortgaged Property, or any part thereof, and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 3. PURPOSE OF LOAN. This Mortgage and the attached Note were executed and delivered to evidence and secure monies advanced (or to be advanced) to the Borrower by the Lender for the purpose of acquiring, constructing new or rehabilitating existing housing ("lmprovements"), and otherwise providing moderate income home ownership housing at the Mortgaged Property. The Borrower shall make or cause all Improvements to be made in accordance with that certain NSP Loan Agreement attached hereto as Exhibit 1 to the Mortgage.

30 4. USE AND MAINTENANCE. Borrower will not make, permit, or suffer any alteration of or addition to any building structure or improvement which may hereafter be erected or installed upon the Mortgaged Property, or any part thereof (except the Improvements required to be made pursuant to the NSP Loan Agreement), nor will the Borrower use, or permit or suffer the use of, any of the Mortgaged Property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of the Lender. The Borrower will maintain the Mortgaged Property in good condition and state of repair and will not suffer or permit any waste to any part thereof. 5. CHARGES AND LIENS. The Borrower will not voluntarily or involuntarily create, or permit or suffer to be created or to exist, on or against the Mortgaged Property, or any part thereof, any lien superior to the lien of this Mortgage, exclusive of the lien or liens to which this Mortgage is expressly subject and subordinate, and will keep and maintain the same free from the claims of all parties supplying labor and/or materials used in the construction or installation of the Improvements. 6. NOTICE OF CONVEYANCE, FIRE OR CASUALTY. The Borrower will give immediate notice by registered or certified mail to the Lender of any fire, damage or other casualty affecting the Mortgaged Property, or of any conveyance, transfer or change in ownership of such Property, or any part thereof. 7. COVERAGE OF INSURANCE POLICIES. (a) The Borrower will keep the Mortgaged Property, including structures and equipment, now existing or which may hereafter be erected or installed on Mortgaged Property, insured against loss by fire and other such hazards, casualties and contingencies in such amounts and manner and for such period as may be required by the Lender; and all such insurance policies must include standard fire, flood if applicable and extended coverage in amounts not less than full insurable value. All such insurance shall be carried by companies approved by the Lender. All policies shall have attached thereto loss payable clauses in favor of the Lender and any other party(ies) identified or requested by the Lender. All such policies and attachments thereto shall be delivered promptly to the Lender, unless they are required to be delivered to the holder of a lien, or a mortgage, or similar instrument to which this Mortgage is expressly subject, in which latter event, certificates thereof in a form satisfactory to the Lender shall be delivered promptly to the Lender. The Borrower will pay promptly when due any and all premiums on such insurance. If premium payments are not made from funds escrowed for that purpose under the terms of this Mortgage or the Note secured hereby, Borrower will submit promptly after payment to the Lender receipts or other evidence of such payment as shall be satisfactory to the Lender for examination and verification. Lender has the right, but not the obligation, to pay any unpaid insurance premiums or, in the event the

31 Borrower fails to obtain or allows a policy to lapse, to obtain and place such insurance coverages on the Mortgaged Property as are required by this Section and any such payments shall be secured by the Lien of this mortgage and bear interest at 12% per annum from the date so paid, but no such payment by the Lender shall be deemed a waiver of the Lender's right to declare the principal sum due and payable by reason of the Borrower's default or failure to perform as required under this Section. (b) In the event of loss or damage to the Mortgaged Property, the Borrower will give to the Lender immediate notice, and the Lender may make and file proof of loss if not otherwise made promptly by or on behalf of the Borrower. Unless Borrower and lender otherwise agree in writing, insurance proceeds shall be applied to restoration or repair, provided such restoration or repair is economically feasible and the security of this Mortgage is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Mortgage would be impaired, the insurance proceeds shall be applied to the sums secured by this Mortgage with the excess, if any, paid to Borrower. If the Mortgaged Property is abandoned by Borrower, or if Borrower fails to respond to Lender within 30 days from the date notice is mailed by Lender to Borrower that the insurance carrier offers to settle a claim for insurance benefits, Lender is authorized to collect and apply the insurance proceeds, at Lender's discretion and option, either towards restoration, repair of the Mortgaged Property, or to the reduction (in whole or in part) of the sums secured by this Mortgage. In the event of foreclosure of this Mortgage, or of any transfer of title to the Mortgaged Property in extinguishment of such indebtedness, all right, title and interest of the Borrower in and to every such insurance policy then in effect, subject to the rights and interest of the holder of any such prior lien, shall pass to the grantee acquiring title to the mortgaged Property together with such policy and appropriate assignment of such right, title, and interest which shall be made by the Borrower. 8. TAXES. In order to protect more fully the security of this Mortgage, the Borrower shall promptly submit to the Lender upon request, or to Lender's designated agent, the Hillsborough County Tax Invoice for the Mortgaged Property. Such invoice shall either show that no taxes are due or be accompanied by a receipt or other documentation showing taxes have been paid in full in a timely fashion. 9. COMPLIANCE WITH LAWS The Improvements and all plans and specifications therefore, as well as the operation and provision of services at the Mortgaged Property, shall comply with all applicable state, federal and municipal statutes, ordinances, regulations and rules made or promulgated with lawful authority. 10. FUNDING OF ACQUISITION AND IMPROVEMENTS. Lender has agreed to fund the acquisition of the Mortgaged Property and whatever construction or rehabilitation may be needed to provide the moderate income home ownership units detailed in the NSP Loan Agreement. Disbursements will be made from time to time as Borrower acquires the Mortgaged Property and performs the necessary work as set forth in Schedule "A" to the NSP Loan Agreement. It is a precondition to any disbursement that the Lender inspect the work for compliance with the requirements of

32 the NSP Loan Agreement. Any and all inspection will be made solely for the benefit and protection of the Lender and not for or on behalf of any third party. 11. PROTECTION OF LENDER'S SECURITY. No construction or rehabilitation work shall commence at the Mortgaged Property, nor shall any materials be furnished at the Mortgaged Property until this Mortgage and a Notice of Commencement has been recorded in the Public Records of Hillsborough County, Florida. This Mortgage shall be recorded prior to the recording of any Notice of Commencement. If Borrower fails to perform the covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender's interest in the Mortgaged Property, including, but not limited to eminent domain, insolvency, code enforcement proceedings, or arrangements or proceedings involving a bankruptcy or decedent, then Lender at Lender's option, upon notice to Borrower, may make such appearances, disburse such sums, and take such action as is necessary to protect Lender's interest, including, but not limited to, disbursement of reasonable attorney's fees and entry upon the Property to make repairs. Any amounts disbursed by Lender pursuant to this paragraph with interest thereon at the rate of 12% per annum, shall become an additional indebtedness of Borrower secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall bear interest from the date of disbursement unless payment of interest at such time would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph shall require Lender to incur any expense or take any action hereunder. 12. LENDER INSPECTIONS. The Lender, or any of its employees, agents or representatives, shall have the right to inspect the Mortgaged Property at any reasonable hour of the day after acquisition. Should the Mortgaged Property, or any part thereof, require repair, care or attention, then, after notice as provided in Section 16 hereof to the Borrower, the Lender may enter or cause entry to be made upon the Mortgaged Property and repair, protect and maintain the said Property as the Lender may deem necessary. Any and all sums spent by Lender to accomplish the proper maintenance on the Mortgaged Property shall become due and payable as provided in Section AFTER-ACQUIRED PROPERTY This Mortgage encumbers all real Property subsequently acquired by the Borrower in connection with the NSP Loan Agreement, as well as any additions, replacements, substitutions to or proceeds from the Mortgaged Property. Notwithstanding the foregoing, Borrower agrees to execute any new mortgage instrument, document, amendment or supplement to this Mortgage as the Lender may request at its discretion, to establish or protect its lien on any real Property acquired pursuant to the NSP Loan Agreement.

33 14. FUTURE ADVANCES. Lender, at its sole option, may elect to loan additional funds to the Borrower for purposes related to the NSP Loan Agreement such as cost overruns or the preservation of its security. This security instrument is created pursuant to $697.04, Florida Statutes, and secures future advances made by Lender within 20 years after the date of recording to the same extent as if they had been made on the date of this Mortgage but in no event shall the total indebtedness secured hereby exceed twice the face amount of the Note. 15. EVENT OF DEFAULT An "Event of Default" will be the occurrence of any one of the following events, and upon such occurrence the Lender may, at Lender's option, declare all sums secured by this Mortgage to be immediately due and payable: (a) Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note or otherwise required by this Mortgage. (b) Nonperformance by the Borrower of any covenant, agreement, term, or condition of this Mortgage, the Note, the NSP Loan Agreement, or of any other agreement made by the Borrower with the Lender in connection with such indebtedness. (c) Failure of the Borrower to perform any covenant, agreement, term or condition in any instrument creating a lien upon the Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage if such superior encumbrance was approved by the Lender as provided in this Mortgage. This Event of Default shall be deemed an incurable default in the event that Lender first learns of such default or nonperformance upon service of a complaint or petition for judicial foreclosure instituted by the owner and holder of the superior mortgage. (d) The Lender's discovery of the Borrower's failure in any application of the Borrower to the Lender to disclose any fact deemed by the Lender to be material, or the making therein, or in any of the agreements entered into by the Borrower with the Lender (including, but not limited to, the Note and this Mortgage) of any misrepresentation by, on behalf of, or for the benefit of the Borrower. (e) Failure by the Borrower to submit promptly to the Lender or Lender's designated agent proof of payment of all insurance and taxes, as required herein. If Lender exercises the option to accelerate repayment, Lender shall mail Borrower's notice of acceleration in the manner provided in Sections 16 and 17 hereof. This Mortgage and the Note are cross-defaulted with all contracts between the Borrower and the Lender in connection with the NSP Loan Agreement. Any uncured default by the Borrower as to any one of those contracts is a default in all at the option of the Lender.

34 16. OPTIONS OF MORTGAGEE UPON EVENT OF DEFAULT. Upon the occurrence of a curable default, Lender, prior to acceleration, shall mail notice to the Borrower specifying the following information: (a) (b) (c) (d) The breach; The action required to cure said breach; A date not less than thirty (30) days from the date the notice is mailed to Borrower by which such breach must be cured; and That failure to cure such breach on or before the date specified in the notice may result in acceleration of all sums secured by this Mortgage, foreclosure by judicial proceedings, and sale of the Property. The notice shall further inform Borrower of the right to assert in the foreclosure proceeding the non-existence of a default, or any other defense Borrower has to acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice, Lender, at Lender's option, may declare all of the sums secured by this Mortgage to be immediately due and payable without further demand and may foreclose this Mortgage by judicial proceeding. Lender shall be entitled to collect in such proceedings all expenses of foreclosure, including, but not limited to, reasonable attorneys' fees and costs including but not limited to documentary evidence, abstract, title reports, and court costs. 17. NOTICES. All notices which may be given pursuant to this Mortgage shall be in writing and shall be delivered by personal service, , or by certified mail return-receipt requested, addressed to the parties at their respective addresses indicated below (as the same may be changed in writing from time to time). Such notice(s) shall be deemed given on the day on which personally served, or if by mail, on the date shown on the return receipt, whichever is applicable to the mode of delivery. Where facsimile or notices are given, they shall be deemed received on the date of sending. Citv of Tam~a City of Tampa Division of Housing and Community Development Attn: Manager North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon.West@tampa~ov.net Housinq Provider

35 18. APPOINTMENT OF RECEIVER. The Lender in any action to foreclose this Mortgage may be entitled to have a receiver appointed by the Court as a matter of right and without regard to the value of the Mortgaged Property or the solvency of the Borrower or other parties liable for the payment of the Note and other indebtedness secured by this Mortgage. Said receiver shall enter upon, take possession of, and manage the Mortgaged Property, and will collect payments of the costs of management of the Mortgaged Property and collection of rents, including, but not limited to, receiver's fees, premiums on receiver's bonds, and reasonable attorney's fees, and then to the sums secured by this Mortgage. The receiver shall be liable to account only for those rents actually received. 19. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude or estop the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Mortgage. 20. ONE PARCEL. In case of a foreclosure sale of the Mortgaged Property, it may be sold in one parcel. 21. BORROWER'S COPY. Borrower shall be furnished a copy of the Note and of this Mortgage at the time of execution or after recordation thereof. 22. LAWFULLY SEIZED. The Borrower hereby represents that it is lawfully seized of the Mortgaged Property and has good right, full power, and awful authority to encumber, sell and convey the same in the manner above provided, and will warrant and defend the same to the Lender forever against the lawful claims and demands of any and all parties whatsoever. 23. BORROWER NOT RELEASED. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate to release in any manner the liability of the original Borrower and Borrower's successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the Original Borrower and Borrower's successors in interest.

36 21. CAPTIONS. The captions of this Mortgage are for convenience only and shall not be construed as defining or limiting the scope or intent of the provision hereof. 22. JOINT AND SEVERAL LIABILITY If Borrower, as defined herein, consists of two or more persons, each shall be jointly and severally liable and obligated under all covenants and provisions of this Mortgage and the Note secured hereby. IN WITNESS WHEREOF, this Mortgage has been duly signed and sealed by the Borrower on or as of the day and year first above written. Signed, sealed and delivered in the presence of: Borrower Witness Witness INDIVIDUAL ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF HILLSBOROUGH I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments personally appeared to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that executed the same for the purpose therein expressed. WITNESS my hand and official seal in the County and State last foresaid, this day of,20. NOTARY PUBLIC MY COMMISSION EXPIRES:

37 Exhibit "6" Return Instrument to: City of Tampa Mortgage Servicing 2105 N. Nebraska Avenue Tampa, FL Case Number: 0 Date: Amount: $0.00 Property Address: NSP LOAN DEFFERED PAYMENT PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned ( whether one or more hereafter referred to as "Borrower") promise to pay to the order of the City of Tampa, a municipal corporation of the State of Florida, herein referred to as the "Lender", its agents, successors, or assigns, the sum of ($0,000.00) Dollars. Payment on this Note is deferred so long as the Borrower complies with the obligation to provide affordable housing for the entire Affordability Period as specified and defined in that certain NSP Loan Agreement, a copy of which is attached to the Mortgage securing this Note. During the deferment period this Note will not accrue interest as long as the Borrower is not in default under the Note, Mortgage, or the NSP Loan Agreement. The City shall have the right to declare the amount of the total unpaid balance hereof to be due and forthwith payable upon the occurrence of any Event of Default (as defined in the Mortgage) or failure to perform in accordance with any of the covenants, terms and conditions in the Mortgage or the NSP Loan Agreement. Failure of the City to declare a default shall not constitute a waiver of such default. Upon default, this Note will accrue interest at 12% per annum from the date of such default, and if this Note is reduced to judgment, such judgment should bear interest at the highest rate permissible under applicable law. The Borrower has the right to prepay at any time all or any part of the principal amount of the Note without the payment of penalties or premiums. Any payment of this Note prior to default shall be applied to the principal due on the Note. If suit is instituted by the City to recover this Note, the Borrower agrees to pay all costs of such collection including reasonable attorneys' fees and court costs. This Note is secured by a Mortgage of even date duly filed in the Public Records of Hillsborough County, Florida. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned, as of the above date.

38 RESOLUTION NOr '5 1 HCD A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF TAMPA AND THE COACH FOUNDATION, INC., A FLORIDA NONPROFIT CORPORATION, UNDER THE NEIGHBORHOOD STABILIZATION PROGRAM OF THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FOR A LOAN SECURED BY A MORTGAGE AND NOTE IN AN AMOUNT NOT TO EXCEED $500, TO ACQUIRE AND REHABILITATE FORECLOSED RESIDENTIAL PROPERTIES FOR THE PURPOSE OF CREATING AFFORDABLE HOME OWNERSHIP OPPORTUNITIES FOR MODERATE INCOME HOUSEHOLDS; AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERWDEPUTY CITY CLERK TO ATTEST TO SAID AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the US. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title 111 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) (PL ); and WHEREAS, the City must use NSP funding for the provision of safe, decent and affordable housing to individuals and families of low and middle incomes as defined by HUD for housing programs that assist citizens earning at or below 120% of the Area Median Income (AMI); and WHEREAS, The COACH Foundation, Inc., A Florida nonprofit corporation (the "Housing Provider") desires to serve as an owner, sponsor and, through an affiliated entity. developer of affordable housing targeted to moderate income citizens within the jurisdictional boundaries of the City; and WHEREAS, the City has determined that the Housing Provider is a capable candidate to provide such housing and render services under the NSP and is willing to provide funding in an amount not to exceed $500, ("NSP Funds"); WHEREAS, all allowable expenses to be reimbursed under this Agreement not to exceed $500, will be paid from NSP Index Codes GBCISQAC ($250,000 -Acquisition) and GBClSQAD-03401($250,000 -Rehabilitation) (Federal Funds-NSP); and WHEREAS, required by the CDBG Regulations, 24 CFR 570, that before disbursing any NSP funds to any entity, the Participating Jurisdiction must enter into a written agreement (the "Agreement") with that entity; and WHEREAS, it is in the best interest of the City of Tampa to enter into this Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA: Section 1. That the Agreement between the City of Tampa and The COACH Foundation, Inc. to provide funding for the acquisition and construction/rehabilitation of a minimum of 5 affordable home ownership housing units in the Sulphur Springs, North Tampa Community, and University Square neighborhoods, a copy of which is attached hereto, is approved in its entirety in substantially similar form.

39 Section 2. That the Mayor of the City of Tampa is authorized to execute and the City ClerWDeputy City Clerk to attest and affix the Official Seal of the City of Tampa to said Agreement on behalf of the City. Section 3. That the proper officers of the City of Tampa are hereby authorized and empowered to do all things necessary and proper to carry out and make effective the terms and conditions of this Resolution and the Agreement. Section 4. That this Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA ON ATTEST: CHAIRMAN/CHAII&IAN PRO-TEM, CITY COUNCIL APPROVED AS TO LEGAL SUFFICIENCY: ASSISTANT CITY ATTORNEY

40 NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT Acquisition/Rehabilitation Affordable Low to Moderate Income Homeownership Program THIS NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT, ("Agreement") is entered into in Tampa, Florida, on 2009, by and between the City of Tampa, a municipal corporation organized and existing under the laws of the State of Florida, ("City"), and The COACH Foundation, Inc. ("Housing Provider"). RECITALS WHEREAS, the U.S. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title 111 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) to be used for NSP objectives; and WHEREAS, under NSP, foreclosed or abandoned properties as defined by HUD regulations may be acquired for rehabilitation then made available for homeownership to households earning at or below 120% Area Median Income (AMI); and WHEREAS, the City may provide portions of its fund award to Housing Providers capable of fulfilling such NSP objectives; and WHEREAS, the Housing Provider desires to serve as developer of affordable housing targeted to moderate-income residents earning at or below 120% Area Median lncome and located in any or all of the Sulphur Springs, Old West Tampa, North Tampa Community, or University Square NSP Target Neighborhoods (the "Target Neighborhoods); and WHEREAS, the Housing Provider is acceptable to the City to receive NSP funds to be used pursuant to the terms and conditions of this Agreement, which funds shall be secured by a deferred payment promissory note and mortgage. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, the parties hereto agree as follows: ARTICLE I. SCOPE Section 1. General Objectives. Housing Provider shall develop and market single family affordable housing (the "NSP Units") in the Target Neighborhoods. All acquisition, repair, or rehabilitation activities shall be performed within the time periods and in the manner specified in Schedule A, attached hereto and by reference made a part hereof (the "Project"). The Project may include housing units that are not NSP Units, but the Housing Provider shall complete no fewer than the number of NSP Units agreed to in Schedule A. Only the activities, costs and expenses detailed in Schedule A shall be funded under this Agreement.

41 Section 2. Identification of Property(ies). Housing Provider shall identify each parcel of real property it seeks to acquire for Project purposes. The property shall meet the definition of foreclosed or abandoned properties under the NSP program guidelines and the proposed purchase price must reflect a discount not less than 1% of the property's appraised market value. Section 3. Subsequently Acquired Properties. If at the time of execution of this Agreement, the real property(ies) that the Housing Provider intends to acquire has not been identified, or if additional real property to be included in the Project is acquired after execution of this Agreement, then Schedule A shall be supplemented or amended to include the specific description and location of such property as soon as it or they are identified by the Housing Provider. Such amendments or supplements to Schedule A shall not require approval from City Council as long as the total funding under this Agreement remains unchanged and the NSP objectives set forth in this Article I are met. (a) Execution of Note and Mortgage. The total amount funded under this Agreement shall be evidenced by an NSP Loan Deferred Payment Note secured by a Mortgage (hereafter referred to as the "Note" and "Mortgage") that shall encumber all real property acquired by the Housing Provider in furtherance of the Project, whether existing at the time of execution or acquired subsequently, and secure all obligations of the Housing Provider under this Agreement. Housing Provider agrees and covenants that it shall provide all information and execute all documents, security agreements, mortgages, amendments or supplements that the City may require, at the City's discretion, to create, perfect, or extend the mortgage liens to any and all Project properties. The Note and Mortgage shall be in essentially the same format as the form instruments attached hereto as Exhibits "A" and "B" respectively. (b) Project Work. Prior to the purchase of any property, or the commencement of repair or rehabilitation on property already owned by the Housing Provider, each property and function identified by the Housing Provider in Schedule "A" shall be reviewed and approved through the City's Housing and Community Development Division ("HCDV)with the assistance of the City's Real Estate Division or such other City departments or instrumentalities as may be deemed necessary by the City in its sole discretion.. The HCD review process will include a cost reasonableness determination and a project underwriting analysis. All Project work shall be completed in a satisfactory and proper manner in compliance with all local building codes, including the Florida Building Code, the Housing and Community Development Division's Rehabilitation Standards, and statutes and ordinances pertaining to the provision of housing that is decent, safe, sanitary, and fit for habitation. Such work shall be performed, except as otherwise stated herein, by persons or instrumentalities solely under the domain and control of the Housing Provider. Housing Provider shall have written agreements with all parties involved in a Project to establish responsibilities and ensure compliance with all applicable requirements. (c) Plans and Permits. The Housing Provider shall complete the repair or rehabilitation required by this Project in accordance with the plans, drawings and specification filed and approved for permit(s) andlor construction by all applicable authorities including HCD.

42 (4 Completion Date. The Housing Provider shall have all NSP Project funding fully expended and the NSP units occupied by eligible households before the completion date defined or established in Schedule A, Section 3, Step 9 hereto (hereafter the "Completion Date"). All potential homebuyers of the NSP funded properties must complete HCD approved Home Buyer Education Training, and be income qualified by HCD staff prior to closing. (e) Failure to Meet Completion Date; Default. In the event that the Housing Provider defaults under this Agreement by failing to complete and sell to qualified homebuyers the total number of NSP Units required in this Agreement by the Completion Date, the Housing Provider, in addition to any other remedy available to the City under this Agreement, will be required to repay the City the pro-rated portion of the NSP assistance for each NSP Unit not certified as completed by the Completion Date. The pro-rated, per unit NSP assistance shall be calculated as the total amount of NSP project allocation divided by the number of NSP set-aside units. In addition, the Housing Provider shall transfer any NSP Funds on hand at the time of said default and any accounts receivable attributable to the use of NSP Funds to the City for deposit in the Local NSP Trust Account. (f) Compliance Monitoring. The Housing Provider shall comply with such other terms and conditions, including record keeping and reports for program monitoring and evaluation purposes, as may be established for the purpose of carrying out the NSP program in an effective and efficient manner. Housing Provider and the City are jointly responsible to HUD for the collection, preparation and retention of such information, data or reports required by HUD under the NSP program and the Housing Provider shall fully cooperate and participate with the City in performing such functions. ARTICLE 11. FUNDING; CONTRACTUAL RESPONSIBILITIES Section 1. Funding. City agrees to provide funding in an amount not to exceed $500,000.00, as provided in this Agreement, its Schedules, and Exhibits (including the related Note and Mortgage). Housing Provider shall use the funds solely for performance of the General Objectives as described in Article I and as specified in Schedule "A". Section 2. Fees. The City will allow and pay for fees that are normal and customary as part of the acquisition, and rehabilitation process as set forth in Schedule "A". The Housing Provider shall provide written documentation to the City of all fees and other related Project costs for review prior to approval. Section 3. Program Delivery Costs. Construction management fees, soft costs and other project-related costs associated with rehabilitation, and property management during the marketing period shall be considered "Program Delivery" costs and shall be included in Schedule "A". Developer fees shall not exceed 12% of total Project costs and shall be paid from the sales proceeds at time of closing a sale to an eligible home buyer. Real Estate closing fees shall be paid at closing and will not exceed 6% of the sale price for each Housing Unit sold to an eligible home buyer. The City will not pay real estate commissions for abandoned or foreclosed properties acquired by the Housing Provider from mortgage lenders.

43 Section 4. Reimbursed Expenses. During the rehabilitation phase, Housing Provider may apply for periodic reimbursement from the City of all up-to-date expenses paid by the Housing Provider as provided in the Project Budget listed in Schedule A. These periodic reimbursement requests shall be limited to four applications with a minimum of ten percent (10%) held back for the last application, which shall only be made after a Certificate of Occupancy is issued. The City of Tampa will directly pay for, request and cause to be performed any appraisals, title search or examination, boundary surveys, and any required environmental reviews for each proposed project property and such expenses will not be reimbursed to the housing Provider.. Section 5. Sale of Property- Calculation of Sales Price. The sales price of each NSP Unit shall be in an amount equal to or less than the cost to acquire and redevelop or rehabilitate such home or property up to a decent, safe, and habitable condition. The maximum sales price for an NSP Unit shall be determined by aggregating all costs of acquisition, rehabilitation, and redevelopment (which includes related activity delivery costs which generally may include costs related to the sale of the property), or closing costs. The City will determine the final sales price of each NSP Unit prior to entering into a purchase and sale contract with an eligible buyer. ARTICLE 111. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall be effective on the last date of execution by a Party and be coterminous with the Eligibility Period, as said period is described below in this Agreement. Execution by the City shall be defined as signature by the Mayor and attestation by the City Clerk after authorization from City Council. ARTICLE IV. QUALIFICATION AS AFFORDABLE HOUSING For purposes of this agreement, the Housing Provider agrees and covenants that it shall comply with all income qualifications (individuals/families who's income does not exceed 120% AMI), eligibility requirements and affordability requirements of the NSP program as set forth in HERA 2008, as it may be amended from time to time, and the affordability requirements as specified in the City's Consolidated Plan as to the ownership of NSP Units during the term of this Agreement. Section 1. Income Determinations and Eligibility Requirements. The Housing Provider shall determine each NSP Unit homebuyer's eligibility by initially confirming that the homebuyer's annual income is in compliance with NSP program income limits. All NSP Units must be sold to moderate-income persons, (earning at or below 120% AMI). The total household income of any respective homebuyer will be determined and verified by the City for compliance with these income limits prior to closing and acquisition of title and meeting these eligibility requirements will be a condition to closing the sale. The City must confirm the income certification and/or qualification of each potential NSP assisted home buyer. Section 2. Affordability Period. The NSP Unit(s) shall be reserved for income qualified homeowners for fifteen (15) years (the "Affordability Period"). The Affordability Period shall begin to run from the date of title transfer to the first eligible homeowner as reflected by the recording date on the deed.. The City will annually monitor these

44 NSP Units for the entire Eligibility Period to verify compliance with income, affordability and Housing Quality Standards (HQS). Section 3. Use Restriction Covenants. No later than the date of closing on the purchase of any property where the Housing Provider will develop one or more NSP Unit, the Housing Provider shall execute and deliver a Land Use Restriction Agreement ("LURA") binding on its transferees, successors or assigns in favor of the City setting forth the affordability requirements and making compliance with the same covenants running with the land for a period of time equal to the Affordability Period. Section 4. RepaymentIRecapture of NSP Funds. In the event the Project, or any NSP Unit therein, does not meet the affordability requirements in this Agreement, the Housing Provider shall reimburse the City the amount of NSP Funds secured by the recorded NSP mortgage and note. The City shall recoup funds in accordance to HER4 and deposit the recaptured funds in the City's NSP Trust Account to be used for other NSP eligible affordable housing activities at the discretion of the City. Section 5. Use of NSP Funds. The NSP Funds provided under this Agreement must meet the City's Consolidated Plan objectives and shall be used for the acquisition and rehabilitation of affordable housing for sale to individuals earning at or below 120% AMI. Section 6. Method of Fund Reimbursement - Documentation for Reimbursement Requests. City shall reimburse Housing Provider for all NSP eligible costs in accordance with the Budget and Reimbursement Form attached hereto The Housing Provider shall retain copies of invoices, canceled checks, or other documentation to establish that the work required under Schedule A has been completed and paid for by the Housing Provider and all such documentation shall be available to the City upon request. Requests for reimbursements, at the option of the City and as a condition precedent to reimbursement, shall be accompanied by an acknowledgement of payment and release of mechanic's lien executed by the contractor and any other subcontractor, laborer, supplier or material man who may be entitled to a claim on the Project Property. ARTICLE V. CANCELLATION OF AGREEMENT PRIOR TO FUNDING Except as otherwise provided herein, either party may cancel this Agreement at any time prior to any transfer of NSP Funds to the Housing Provider by providing the other party with a minimum of thirty (30) days advance written notice. ARTICLE VI. OBLIGATIONS SECURED BY MORTGAGE In addition to the monetary sums secured by the Note and Mortgage (Art. I, Sec. 2(b) above), all obligations of the Housing Provider under this Agreement, including but not limited to compliance with the affordability and eligibility requirements in Article IV hereof, shall be secured by the lien of that Mortgage and any default under this Agreement shall also be a default under that Mortgage.

45 ARTICLE VII. DEFAULT A default shall consist of any violation, whether by performance or omission, of any obligation or covenant created under this Agreement, or the Note, or Mortgage securing the obligations hereof, including but not limited to any use of NSP Funds for a purpose other than as authorized by this Agreement, applicable laws, noncompliance with NSP Program Requirements, or a misrepresentation in the application submission which, if known by City, would have resulted in NSP Funds not being provided. In addition, the Housing Provider will be in default of this Agreement, and the Note and Mortgage, if it defaults under an obligation secured by a lien that is superior to the City's, whether that lien encumbers the Project properties with or without the consent of the City. In the event of a curable default, the City shall provide Housing Provider with a Notice of Default describing the event(s) or act(s) of default and providing a reasonable period in which to cure the same. For purposes of this Agreement, thirty (30) days shall be deemed a reasonable period in which to cure a default. The City is not obligated to provide notice of default and an opportunity to cure to the Housing Provider as to defaults which are incapable of correction or cure. For purposes of this Agreement, if the City is served with a complaint to foreclose a superior mortgage or other lien, the City will not have an obligation to provide notice and an opportunity to cure to the Housing Provider and may seek a judicial remedy available to the City in said foreclosure action. ARTICLE VIII. NON-ASSIGNABILITY This Agreement shall not be assigned by either Party. ARTICLE IX. MODIFICATION Except as provided herein in connection with Schedule A, this Agreement may only be amended or modified by a written instrument executed by the duly authorized representatives of the parties hereto. ARTICLE X. COMPLIANCE WITH LOCAL, STATE AND FEDERAL RULES REGULATIONS AND LAWS Section 1. Regulations Applicable to all Housing Providers. All Housing Providers shall comply with all applicable laws, orders, and codes of the State and Local governments as they pertain to this Agreement, including, but not limited to, the NSP Program requirements of HERA 2008, and all of the following when applicable: 24 CFR Part 570, as amended - The regulations governing the Community Development Block Grant Program 24 CFR Part 1 and 6, Public Law , Fair Housing Act - The regulations issued following Title VI of the 1964 Civil Rights Act and Section 109 of the 1975 Housing and Community Development Act that prohibits discrimination in HUD programs based on sex, race, color, national origin, and religion and administer all programs and activities in a manner to affirmatively further the policies of the Fair Housing Act.

46 24 CFR Part 107 and The regulations issued following Executive Order and Executive Order which prohibits discrimination and promotes equal opportunity in housing. Section 504 of the Rehabilitation Act of 1973, 24 CFR Part 40 and 41 - The regulations that sets forth policies and procedures for the enforcement of standards and requirements for handicap accessibility. The Architectural Barriers Act of 1968 and the American with Disabilities Act provide additional laws on accessibility and civil rights to individuals with disabilities. Age Discrimination Act of 1975 (42 U.S.C. 6101) - The regulation that prohibits discrimination on the basis of age. 29 CFR Parts 3 and 5 - The regulations on labor standard provisions that include the payment of prevailing wages on federally assisted projects as mandated by the Davis- Bacon Act and Contract Work Hours and Safety Standards Act. 24 CFR Part 70 provides information on the use of volunteers. Copeland "Anti-Kickback" Act (I8 U.S.C. 874 and 40 U.S.C. 276c) - The regulations on contracts for construction or repair awarded by Housing Provider shall include a provision for compliance with the Copeland "Anti-Kickback" Act. 24 CFR Part 58 - The regulations prescribing the Environmental Review procedure under the National Environmental Policy Act of CFR Part The regulations outlining the procedures for the protection of historic and cultural properties. 24 CFR Part 7 and 41 CFR Part 60 equal employment opportunity without regard to race sex, color, religion, age, national origin, and disability in federally assisted construction contracts. Residential Lead Based Paint Hazard Reduction Act of The regulations implemented by 24 CFR Part 35, Subpart B imposes certain requirements on disclosure of lead base paint hazards. 24 CFR Part 24- The regulations that prohibit use of debarred or suspended contractors on federally assisted projects and Drug Free Workplace requirements; issued according to Executive Order CFR Part 49 - The regulations on eligibility restrictions for certain resident aliens. 24 CFR Part 87 and Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - The regulations for restrictions on lobbying and required certifications. Executive Order The regulations on increasing opportunities and access for Disadvantaged Businesses. HUD requirements - All other required reports, circulars, and procedures when applicable. Administrative Procedures - The rules issued by the City of Tampa in relation to process and procedures.

47 Clean Air Act (42 U.S.C. 7401) and the Federal Water Pollution Control Act (33 U.S.C et seq.) - The regulations and provision that requires compliance with all applicable standards, orders, or regulations issued following the rule. ADA Compliance. The Housing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (All local, state and federal codes shall apply). These regulations govern the availability of housing with accommodations for handicapped individuals. Minority and Women's Business Enterprises. The requirements of Executive Orders 11625, 12432, and 24 CFR 85.36(e) applies to grants under this part. Consistent with HUD's responsibilities under these Orders and with the City's Ordinance No Part 2, the Housing Provider must make efforts to encourage the use of minority and women's business enterprises in connection with funded activities. Section 2. Other Local, State and Federal Requirements. The Housing Provider, its employees and agents, shall comply with all applicable City Codes, ordinances and procedures and policies set forth in the City of Tampa Housing and Community Development Division's Manual of Procedures and Standards, including but not limited to the following: (a) Section 3. The purpose of Section 3 of the Housing and Urban Development Act of I968 (12 U.S.C. 1701u) (Section 3) is to ensure that employment and other economic opportunities generated by HUD financial assistance (greater than $100,000) shall, to the greatest extent feasible, and consistent with existing Federal, State and local laws and regulations, be directed to low- and very low income persons, particularly those who are recipients of government assistance for housing, and to business concerns which provide economic opportunities to low- and very low-income persons. Compliance with the provisions of Section 3 shall be a condition of the Federal financial assistance provided under this contract and binding upon the City, the Housing ProviderIHousing Provider and any of the Housing ProviderIHousing Provider's subcontractors. Failure to fulfill these requirements shall subject the Housing ProviderIHousing Provider and any of the Housing ProviderIHousing Provider's subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Housing ProviderIHousing Provider certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. The Housing ProviderIHousing Provider will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. The Housing ProviderIHousing Provider further agrees to comply with these Section 3 requirements to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 8

48 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very lowincome residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for lowand very low-income persons residing in the metropolitan area in which the project is located. " The Housing Provider agrees to notify the City, at the time the construction cost work write up is submitted for consideration, of any and all job openings related to the project. The Housing Provider/Housing Provider further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the City of Tampa; where feasible, priority should be given to low- and very lowincome persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. Housing Provider shall submit to HCD a Section 3 Plan for each house acquired with NSP funding, and shall submit a Final Section 3 report with the final draw for each house. (b) ADA Compliance. The Housing Provider/Housing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (state and local government grantees). Section 3. Nondiscrimination in Housing. The Housing Provider shall not discriminate on the basis of race, creed, religion, color, age, sex, marital status, familial status, national origin, or handicap in the award application process for eligible housing. Section 4. Provisions Applicable to Non-Profit Housing Providers In addition to complying with all the foregoing provisions in Sections 1, 2 and 3 above, if the Housing Provider is a non-profit entity, it shall comply with the following: Uniform Relocation Assistance and Real Property Acquisition Policies Act of These policies provide for displacement, relocation assistance, and real property acquisition as defined by 42 U.S.C (URA) (42 U.S.C. 4601), and implementing regulations issued by the Department of Transportation at 49 CFR part 24 and section 1 O4(d) of the Housing and Community Development Act of 1974 (42 U.S.C. 5304(d)). 24 CFR Part 84 and OMB Circular A Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Non-Profit

49 Organizations. These regulations include the Conflict of Interest provision under 24 CFR and 570 as it applies to procurement. OMB Circular A-122 -The regulations that identify cost principals for nonprofits. OMB Circular A The regulations concerning annual audits. Section 5. Public Records and Reporting. The Housing Provider shall assist the City in complying with any public records requests to the City related to or connected with this Agreement. The Housing Provider shail provide quarterly reports and an annual report with information on the Project detailing the information for applicable federal, state and local programs, including, but not limited to the number of households served by income category, age, family size, race, and data regarding any special needs populations. Also, such reports shall contain information concerning support services available to the residents of affordable housing provided by local programs. ARTICLE XI. PROPERTY STANDARDS Section 1. Housing Construction Standards. All housing rehabilitation and construction work using NSP Funds shall meet all applicable state and local construction codes (including but not limited to the Florida Building Code or Housing and Community Development Division Rehabilitation Standards and zoning ordinances at the time of Project completion.. All NSP Unit housing shall meet the accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and shall also meet the design and construction requirements at 24 CFR , which implement the Fair Housing Act (42 U.S.C ). Housing Provider shall promptly correct all cited code violations and avoid any fines or assessments or related liens to be imposed on the Project property. The Housing Provider shall maintain the NSP Unit housing in compliance with allapplicable state and City of Tampa housing quality standards and code requirements for the duration of the Eligibility Period. The Housing Provider is responsible for maintenance, repair and upkeep of each NSP Unit. City reserves the right to inspect the NSP Unit(s) for compliance with the standards listed above at Certification of Occupancy. All contractors must adhere to the HCD ENERGY EFFICIENCY MEASURES (REHAB & INFILL) and follow Sustainability practices for demolition/deconstruction, the use of recycled materials and, the use of additional energy savings designs, systems or equipment. Section 2. Environmental Conditions and Historic Preservation. Air and Water The Housing Provider agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: Clean Air Act, 42 U.S.C., 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. Flood Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Housing Provider shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained

50 and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). Historic Preservation The Housing Provider agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Section 3. Lead Paint Hazards. The Housing Provider will comply with HUD's key requirements for all rehabilitation projects. The Housing Provider will perform all housing rehabilitation activities in compliance with the Lead Safe Housing Rule, 24 CFR 35, unless the property was constructed on or after January 1, 1978 or for any rehabilitation that does not disturb a painted surface. For rehabilitation activity on pre-1978 units that disturbs a painted surface, the following provisions shall apply: Lead-Based Paint The Housing Provider agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR , and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of leadbased paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead-based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. Paint testing. The Housing Provider shall either perform paint testing on the painted surfaces to be disturbed or replaced during rehabilitation activities, or presume that all these painted surfaces are coated with lead-based paint. Residential property receiving an average of up to and including $5,000 per unit in Federal rehabilitation assistance. (I) Conduct paint testing or presume the presence of leadbased paint. If paint testing indicates that the painted surfaces are not coated with lead-based paint, safe work practices and clearance are not required. (2) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed. (3) After completion of any rehabilitation disturbing painted surfaces, perform a clearance examination of the worksite(s) in accordance with Sec Clearance is not required if rehabilitation did not disturb painted surfaces of a total area more than that set forth in Sec (d). Residential property receiving an average of more than $5,000 and up to and including $25,000 per unit in Federal rehabilitation assistance. (1) Conduct paint testing or presume the presence of lead-based paint. (2) Perform a risk assessment in the dwelling units receiving 11

51 Federal assistance, in common areas servicing those units, and exterior painted surfaces, in accordance with Sec (b), before rehabilitation begins. (3) Perform interim controls in accordance with Sec of all lead-based paint hazards identified. (4) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed and is known or presumed to be lead-based paint. Communication with residents. The Housing Provider must ensure that eligible buyers receive, upon the completion of any lead hazard reduction work and prior to the sale of the NSP Unit. a Notice of Lead Hazard Reduction. ARTICLE XII. EQUAL EMPLOYMENT OPPORTUNITY; WOMEN AND MINORITY BUSINESS ENTERPRISES The Housing Provider shall comply with the City of Tampa Code of Ordinances Chapter 26.5 Part 11, regarding Equal Employment Opportunity and Affirmative Action. ARTICLE XIII. CONFLICT OF INTEREST The Housing Provider represents and warrants that no member of, or Delegate to, the Congress of the United States has been or shall be admitted to any share or part of this contract or to any benefit to arise from the same. The Housing Provider represents and warrants that no member of the governing body of the locality in which the project is situated, and no other public official of such locality or localities who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision-making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. The Housing Provider represents and warrants that no person who is an employee, agent, consultant, officer, or elected or appointed official of the Housing Provider and who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (I) year thereafter. ARTICLE XIV. PROJECT PUBLICITY Any news release or other type of publicity pertaining to the work performed pursuant to this Agreement shall recognize the City as a participant. ARTICLE XV. MARKETING NSP UNITS

52 The Housing Provider has primary responsibility to market available NSP Units. The Housing Provider shall affirmatively and aggressively market any NSP Unit available for purchase without regard to race, color, national origin, sex, religion, familial status or disability. The Housing Provider. in soliciting potential homebuyers, shall do the following: Use the Equal Housing Opportunity logo in all advertising; Display a Fair Housing poster in the sales office; Where appropriate, advertise using media likely to reach persons least likely to apply for the housing such as minority outlets and newspapers. Maintain files of the affirmative marketing activities for five (5) years and provide access thereto to City Staff; Verify all information concerning NSP applicants or household members, which may be obtained from any source by the Housing Provider, or its assignees or designees. All potential NSP Unit home buyers will be required to complete an HCD approved Homebuyer Education class prior to closing. Potential NSP Unit home buyers must be income qualified by HCD as having household income at or below 120% AM1 as required by NSP regulations. ARTICLE XVI. MAINTENANCE OF RECORDS Housing Provider shall maintain such records and accounts, including program records, project records; financial records; program administration records; equal opportunity and fair housing records; Women and Minority Business Enterprise (WMBE) records; income determination/eligibility records; records supporting exceptions to the conflict of interest prohibition; and any other records as are deemed necessary by the City to assure a proper accounting and monitoring of all NSP Funds. Failure to or improper maintenance of records as required under this Article shall de a default under this Agreement and provide grounds for termination of the same. With respect to all matters covered by this Agreement, records will be made available for examination, audit, inspection or copying purposes at any time during normal business hours and as often as the City may require. Housing Provider will permit same to be examined and excerpts or transcriptions made or duplicated from such records, and audits made of all contracts, invoices, materials, records of personnel and of employment and other data relating to all matters covered by this Agreement. The City's right of inspection and audit shall be in addition to any rights to inspection or audit by another agency, whether local or State. The Housing Provider shall retain all records and supporting documentation applicable to this Agreement for the most recent five-(5) year period, except as provided below:

53 (a) (b) (c) Records shall be retained for five (5) years after the project completion date; except that records of individual income verifications, and project inspections must be retained for the most recent five (5) year period, until five (5) years after the eligibility period terminates. Written agreements shall be retained for five (5) years after the agreement terminates. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the required period, whichever is later. ARTICLE XVII. AUDITEINANCIAL STATEMENT REQUIREMENTS During the term of this Agreement, Housing Provider shall provide the City with its annual audit or financial statement within ninety (90) days of the end of each operating year. Said auditlfinancial statement shall be prepared by an actively licensed certified public accountant. Non-Profit organizations must provide audited financial statements as requested. ARTICLE XVIII. NEGATION OF AGENT OR EMPLOYEE STATUS The Housing Provider acknowledges and represents that it is an independent agent, and nothing contained herein shall in any way be construed to constitute or define the Housing Provider or any of its assistants, representatives, agents, subagents, employees, contractors, partners, affiliates, holding companies or subsidiaries to be representatives, agents, subagents, or employees of the City. The Housing Provider acknowledges that the City is not required to withhold any federal income tax, social security tax, state and local tax, or to secure workers' compensation insurance or employers' liability insurance of any kind, or to take any other action with respect to such insurance or taxes on behalf of the Housing Provider, or its assistant(s), representatives, agents, subagents, employees or contractors. In no event and under no circumstances shall any provision of this Agreement make the City liable to any person or entity that contracts with or that provides goods or services to Housing Provider in connection with services that the Housing Provider has agreed to perform hereunder or otherwise, or for any debts or claims of any nature accruing to any person or entity against Housing Provider. There is no contractual relationship or third party relationship, either express or implied, between the City and any person or entity supplying any work, labor, services, goods or materials to Housing Provider as a result of this Agreement. ARTICLE XIX. SUBCONTRACTS Housing Provider shall conduct and supervise all work pursuant to this Agreement. If any part of the work is assigned or subcontracted, it shall not in any way affect the provisions of this Agreement and Housing Provider remains at all times responsible for the work of subordinates, subcontractors and or assigns unless expressly released from such responsibility by the City. Housing Provider may subcontract the rehabilitation of NSP Units to properly licensed

54 and insured contractors as approved by the City. Any substitution of contractors must be reviewed and approved by HCD staff. Davis Bacon. The Housing Provider/Housing Provider agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Housing Provider agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the US. Department of Labor at 29 CFR Part 5. The Housing Provider shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request. The Housing Provider agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2, for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Housing Provider of its obligation, if any, to require payment of the higher wage. The Housing Provider shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. ARTICLE XX. INDEMNIFICATION The Housing Provider shall defend, hold harmless and indemnify the City from and against any and all liability, injury, loss, claims, damages, costs, reasonable attorneys' fees and expenses of whatever kind or nature which the City may sustain, suffer or incur or be required to pay by reason of: (a) (b) (c) The loss of any monies paid to Housing Provider; Fraud, defalcation or dishonesty on the part of any person representing, employed by, contracted or subcontracted by Housing Provider; Any act, omission, wrongdoing, misconduct, want of care or skill, negligence or default on the part of Housing Provider or any of its contractors, subcontractors, sub-subcontractors, material men, suppliers and laborers in the performance of this Agreement or the operation of the Project; or The indemnity hereunder shall survive termination of the Agreement. In the event that any action, suit or proceeding is brought against the City upon any claim related to or arising out of this Agreement or the Project, or any other matter indemnified against, the City at once shall give notice in writing thereof to Housing Provider in the manner provided for notices in this Agreement. ARTICLE XXI. INSURANCE

55 A. The Housing Provider shall, during the period of this Agreement and as to all operations involving the Project provide, pay for and maintain with companies satisfactory to the City, the types of insurance described below in this Article. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. Such insurance shall be primary coverage to the City who shall be named as an additional insured as to all applicable coverages, including general liability policies, and shall contain a cross-liability or severability of interest clause. The insurance coverage and limits required must be evidenced by properly executed certificates of insurance on forms furnished by or acceptable to the City. The authorized representative of the insurance company shown on the certificate must personally manually sign each certificate. The Housing Provider shall submit a copy of the certificate(s) to the City of Tampa Housing and Community Development Division, 2105 North Nebraska Avenue, Tampa, Florida 33602, within thirty (30) days of the effective date of this Agreement. In the event the Housing Provider fails to submit the certificate(s) verifying the minimum coverage's and amounts specified herein, the City, at its own discretion, may withhold payment of NSP Funds until such time as the certificate(s) islare received by the City's Housing and Community Development Division. B. Thirty (30) days written notice shall be given to the City of any cancellations, intent not to renew, or reduction in the policy coverage, except in the application of the aggregate liability limits provisions. Should any aggregate limit of liability coverage be reduced, it shall be immediately increased back to the limit required by this Agreement. The Housing Provider shall be responsible for any deductibles under its policies. The Housing Provider shall ensure that all of its contractors and subcontractors carry adequate types and limits of insurance and provide proof of the same to the City upon demand. C. The required coverages are as follows: Workers' Compensation and Employers' Liability Insurance shall be provided for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amount of the employers' liability insurance shall not be less than $1 00, each accident, $500, disease aggregate, and $1 00, disease each employee. Commercial General Liability Insurance shall be written on IS0 occurrence form CG 00 01, or substitute form providing equivalent coverage, with a minimum limit of $600, each occurrence. Such policy shall include the City as an additional insured and shall cover liability arising from premises and operations, independent contractors, products and completed operations, personal and advertising injury, and liability assumed under this Agreement. Completed operations liability coverage shall be maintained for a minimum of one-year following completion of the work. Automobile Liability Insurance shall be maintained in accordance with the laws of the State of Florida as to the ownership, maintenance, and use of all owned. non-owned, or hired vehicles used concerning this Agreement. The minimum limit shall be $500, bodily injury and property damage combined single limit each accident. Property Insurance. Housing Provider shall provide hazard insurance as required for fire for the full value of the property, and shall cause the City to be named as the beneficiary 16

56 relative to its interest and its loan position on the property for the full term of the Eligibility Period. (e) Flood Insurance. The Housing Provider agrees that, in accordance with Section 202 (a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4106) the use of any funds provided under this part for acquisition or construction (including housing rehabilitation) purposes in special flood areas shall be subject to the mandatory purchase of flood insurance requirements of Section 102 (a) of said Act (42 U.S.C. 4021a). The Housing Provider shall provide flood insurance for the full value of the property as required by said laws. ARTICLE XXII. RELIGIOUS ORGANIZATIONS The Housing Provider shall not provide NSP Funds to primarily religious organizations, such as churches, for any activity including secular activities. In addition, the Housing Provider shall not use NSP Funds to rehabilitate housing owned by primarily religious organizations or to assist primarily religious organizations in acquiring housing. ARTICLE XXIII. SURVIVAL All provisions of this Agreement intended to survive or to be performed subsequent to the end of the period of this Agreement shall survive the termination of this Agreement. ARTICLE XXIV. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. ARTICLE XXV. HEADINGS All article and descriptive headings of paragraphs in this Agreement are inserted convenience only and shall not affect the construction or interpretation hereof. For ARTICLE XXVI. VENUE This Agreement shall be construed under the laws of the State of Florida. Venue shall in Hillsborough County, Florida. be ARTICLE XXII. WAIVER OF JURY TRIAL In the event any legal proceedings arise out of this Agreement, Housing Provider waives any and all right it may have to a jury trial. ARTICLE XXVIII. ESTOPPELIWAIVER The failure of the City to enforce any term or condition of this Agreement shall not constitute a waiver of subsequent non-performance or default or estoppel of any subsequent enforcement of violations of this Agreement. 17

57 ARTICLE XXIX. MERGER CLAUSE This Agreement together with the Schedules and Exhibits hereto sets forth the entire agreement between the parties and there are no promises or understandings other than those stated herein. It is further agreed that no modification, amendment or alteration of this Agreement shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. The Exhibits and Schedules to this Agreement will be deemed to be incorporated by reference as though set forth in full herein. In the event of a conflict or inconsistency between this Agreement and the provisions in the incorporated Schedules and Exhibits, then this the Schedules and Exhibits shall prevail. ARTICLE XXX. NOTICE AND GENERAL CONDITIONS All notices which may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service or by certified mail return receipt requested addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by mail, on the date of actual receipt, whichever is applicable to the mode of delivery. Where facsimile or e- mail notices are given, they shall be deemed received on the date of sending. Citv of Tamua City of Tampa Division of Housing and Community Development Attn: Manager North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon.West(&ampanov.net Housing Provider The COACH Foundation, Inc. Attn: Rev. Willie Dixon 1331 W. Cass St. P.O. Box Tampa, FL Tel: Fax: wdixon2558@,aol.com

58 ARTICLE XXXI. TERMS Capitalized terms contained herein shall have the definition assigned. Capitalized terms contained herein that do not have the definition assigned shall have the meaning assigned in the applicable local, state or federal regulations. ARTICLE XXXII. SUBORDINATION This Agreement is not and shall not be subject and subordinate in any respect to the liens, terms, covenants and conditions of the mortgage and other agreements securing the Senior Lender notes or other obligations without previous written consent from the City. IN WITNESS HERETO, the parties herein have caused this Agreement to be executed at the place and on the day specified hereinabove. ATTEST: CITY OF TAMPA SHIRLEY FOXX-KNOWLES, CITY CLERK State of Florida County of Hillsborough BY: PAM IORIO, MAYOR The foregoing instrument was acknowledged before me this day of, 2009, by the Honorable PAM IORIO, Mayor of the City of Tampa, and on behaif of the City of Tampa, who is personaily known to me. Seal: Signature of NOTARY PUBLIC State of Florida at Large APPROVED AS TO FORM BY: Assistant City Attorney

59 Witnesses: Signature Housing Provider, The COACH Foundation, Inc., a Florida corporation By: Name: Title: Name typed or printed Signature Name typed or printed State of Florida County of SS: The foregoing instrument was acknowledged before me this day of, 2009 by, President of, a Florida corporation, who is personally known to me or has provided Florida Driver License as identification. Signature of person taking acknowledgment Name of acknowledger typed, printed or stamped NOTARY PUBLIC State of Florida Serial number (if any): My Commission Expires:

60 SCHEDULE "A" Section 1. Property #1 Real Property Identified Target Neighborhood Affected: (Sulphur Springs, North Tampa Community, or University Square) Sites to be determined. Folio Number: Street Address: Legal Description: [Together with other as yet unidentified acquisition candidates] Section 2. Scope of Work Housing Provider shall utilize NSP funding to acquire and rehabilitate a minimum total of 5 units. All of the units must be located within NSP target neighborhoods. The following is a specific breakdown of the NSP target neighborhood, funding amounts and number of units to be provided by the Housing Provider. Once rehabilitation is complete, the units will be sold to NSP qualified homebuyers. Sulphur Springs, North Tampa Community, University Square Old West Tampa 5 Units No units $500,000 $ None Section 3. Step 1: Schedule Execution of this Agreement Step 2: If not already accomplished, Housing Provider locates and identifies the Project property or properties (hereafter the "Project Property"), whether singular or plural) no later than nine (9) months after execution of this Agreement. If the Project Property has been identified, Housing Provider will proceed to Step 3. Step 3: Housing Provider shall submit to the City of Tampa's Division of Housing and Community Development Department (HCD) and the Real Estate Department (RED) all relevant information about the proposed Project Property it seeks to acquire, including but not limited to the total project cost, property acquisition price and the estimated costs of rehabilitation, repair or other improvements, Project financials and any other information or documentation needed to establish that the acquisition meets NSP requirements and objectives. Step 4: The City, through, HCD and RED shall review the information provided by the Housing Provider and perform a cost reasonableness assessment and project underwriting analysis, after which, in its sole discretion, shall either approve or reject the proposed Project Property acquisition. If approved, Schedule "A" shall be amended or supplemented as needed to 2 1

61 describe the Project Property by legal description, folio number and address and a work estimate will be completed and made part of the supplement or amendment. The acquisition price and work estimates shall not exceed the funding commitment in this Agreement and be consistent with the amounts budgeted for acquisition and rehabilitation in this Schedule. If rejected, Housing Provider may locate and identify an alternate proposed property so long as the nine (9) month deadline has not expired. Otherwise, this Agreement shall be deemed terminated and the parties shall have no further obligations. Step 5: Once a proposed Project Property is approved by the City, Housing Provider shall enter into Contract(s) for Sale and Purchase (the "Contract") with the seller of the property. Such Contract(s) shall include a provision permitting the assignment to the City of all rights bestowed by the contract. Step 6: Closing shall be scheduled as soon as possible after the Contract is executed. At closing, the City shall disburse funds not to exceed the budgeted amount for acquisition to acquire the Project property, provided that the Housing Provider executes and delivers to the City a Note and Mortgage creating a first lien priority over the Project property.(see Composite Exhibit "B") and an executed LURA. Step 7: No later than ninety (90) days after closing, the Housing Provider shall submit rehabilitation plans and work cost write-ups for the Project Property acquired for HCD's consideration. HCD may approve or reject such plans at its sole discretion. Plans must comply with the regulations and standards established in this Agreement. If approved, the Housing Provider shall then obtain all necessary permits and approvals from the City's Construction Services Department and any other appropriate authority. If rejected, Housing Provider shall amend its plans to comply with the demands of HCD before acquiring permits. Step 8: Rehabilitation work in accordance with approved plans and permits shall begin immediately upon receiving the permits and shall be completed no later than one hundred and twenty (120) days from the date the permits were issued or plans approved. At the conclusion of the rehabilitation work, the Housing Provider shall deliver to HCD adequate proof that a Certificate of Occupancy ("C.O.") for the Project property has been issued by the proper authority or, in the event a C.O. is not applicable or required, request an inspection from HCD to confirm and verify that all work required under this Schedule, the plans andlor permits has been satisfactorily completed.. Step 9: City will reimburse the Housing Provider its NSP housing delivery costs (defined as: insurance, taxes, lawn maintenance, and security), and other HCD approved costs for ninety (90) days after the C.O. is issued. Housing Provider shall have all NSP Units sold to income qualified persons and shall have all NSP funding fully expended no later than six months after the C.O. is issued (the "Completion Date").Housing Delivery costs will not be reimbursed after the expiration of the first ninety days, after which all costs will be the responsibility of the Housing Provider. Step 10: Throughout the transferees shall maintain the contained in this Agreement. Eligibility Period, Housing Provider, its successors, assigns and NSP Unit(s) in compliance with the standards and regulations

62 Section 4. Property Maintenance. Housing Provider is responsible for performing all property maintenance of Project Property and NSP Units while actively rehabilitating the property until sold. Eligible expenses will be reimbursed until such time a C.O. is issued or HCD has verified completion and has accepted the Project work, and for 90 days thereafter. Theft of items from the property, or damage to the property will be the responsibility of the Housing Provider until sold to eligible buyer. Section 5. Budget and Reimbursements. Acquisition, rehabilitation and/or construction costs funded by this Agreement shall be apportioned generally as per the Project Budget and Reimbursement Form but may be amended or supplemented as the work progresses. Housing Provider shall apply for reimbursements using the Project Budget and Reimbursement Form. Section 6. Reporting. During the term of this agreement, the Housing Provider shall provide HCD with quarterly reports in the form provided below. I. Reporting Period (Please check one) CITY OF TAMPA QUARTERLY REPORT October I - December 3 1 April 1 June 30 January I - March 30 U July 1 - September Proiect Eligibility Activities Benefiting Low and Moderate Income (LMI) Persons / Households Area-Wide Basis Limited Clientele Housing Activities 0 Job CreationIRet # LMI Beneficiaries Proposed # LMI Actual Beneficiaries To Date 111. Race 1 Ethnicitv Reporting Oct-Dec Jan-Mar Apr-Jun Jul-Sep Total Total Persons/Households I Assisted 1 I I I I I I >80% of Median l w i ~ e d i a n >30% to <=50% of Median 1 1 I I I I 1 <=30% of Median -. Id

63 White BlacklAfrican American Asian American IndianJAlaskan Native Native HawaiianJPacific Islander American IndianIAlaska Native Am IndianIAlas Nat & White Asian & White Black & White 1 Am IndianIAlas Nat & Black I I Other Multi-Racial IV. Description of Proiect V. Description of Accomplishments Achieved During Reporting Period VI. Certification It is hereby certified by the Housing Provider that the project facilities, funded in whole or in part by federal NSP funds, continue to be used for the approved activity, continue to meet the specified national objective, and continue to serve the number of beneficiaries originally intended in the project application or amended application, if applicable. Signature: Housing Provider Certification Typed Name and Title: Date: End of Schedule A 24

64 ATTACHEMENT 1 TO SCHEDULE "A" PROJECT BUDGET AND REIMBURSEMENT FORM Submit To: Housing and Community Development; N. Nebraska Avenue; Tampa, Florida Housing Provider: The COACH Foundation PROPERTY ADDRESS APPROVED BUDGET Acquisition 1 I $250,000 I INVOICED1 SPENT TO DATE CURRENT INVOICE REMAINING BUDGET Rehabilitation Total NSP Budget Match $250,000 $500,000 $0 Payable To: Address: Authorized Signature: (Attach Supporting Invoices, Receipts and Supporting Documents)

65 Exhibit " A This instrument prepared by and returned to: City of Tampa Housing & Community Development Division 2105 N. Nebraska Avenue Tampa, FL Folio: ClTY OF TAMPA MORTGAGE TO SECURE AN NSP LOAN AGREEMENT, hereinafter, and if more than one. party - jointly - and severally, called "Borrower", having its address at in the City of ~am~a, County of Hillsborough, and State of Florida, and the ClTY OF TAMPA, a municipal corporation organized and existing under the laws of the State of Florida, whose principal address is 315 E. Kennedy Boulevard, Tampa, Florida 33602, its successors, agents or assigns hereinafter called "Lender". WITNESSETH: This Mortgage is made on or as of this - day of, 200- between the Lender and Borrower to evidence and secure the payment of ($0,000.00) Dollars, with interest thereon, which shall be payable in accordance with that certain NSP Loan Deferred Payment Promissory Note of even date herewith, a copy of which is attached hereto ( the "Note"), and any and all other indebtedness and obligations of the Borrower pursuant to the provisions of the Note and this Mortgage, and the underlying Neighborhood Stabilization Program Loan Agreement for the Provision of Moderate Income Home ownership Housing dated, 200-, a copy of which is attached hereto (the "NSP Loan Agreement"), in consideration of which the Borrower(s) hereby grant(s), convey(s) and mortgage(s) to the Lender: ALL THAT certain lot, piece or parcel of land situated in the City of Tampa, County of Hillsborough and State of Florida, bounded and described as follows (and hereafter referred to as the "Property"): Street Address: Legal Description: TOGETHER with all the improvements now or hereafter effected on the Property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and

66 profits, water rights, and water stock, and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, and TOGETHER with any and all awards now or hereafter made for the taking of the Property mortgaged hereby, or any part thereof (including any easement) by the exercise of the power of eminent domain, including any award for change of grade or location of any street or other roadway, which awards are hereby assigned to the Lender and are deemed a part of the Property mortgaged hereby; and the Lender is hereby authorized to collect and receive the proceeds of such awards, to give proper receipts and acquittances therefore, and to apply the same toward the payment of indebtedness secured by this Mortgage, notwithstanding the fact that the amount thereon may not then be due and payable; and TOGETHER with all rights, title and interest of the Borrower in and to the land lying in the streets, roads, or alleys adjoining to the above-described land. All the above described land, buildings, other structures, fixtures, articles of personal Property, awards and other rights and interests being hereinafter collectively referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the Mortgaged Property and every part thereof unto the Lender, its successors and assigns forever for the purposes and uses herein set forth, and the Borrower further covenants and agrees with the Lender, as follows: PAYMENT OF PRINCIPAL AND INTEREST The Borrower shall promptly pay any and all principal and interest on the indebtedness evidenced by the Note and all other charges and indebtedness provided therein and in this Mortgage, at the times and in the manner provided in the Note and in this Mortgage. 2. TAXES, ASSESSMENTS AND LIENS. The Borrower shall pay when due all taxes, assessments, or other governmental charges, fines and impositions, of every kind and nature whatsoever, now or hereafter imposed on the Mortgaged Property, or any part thereof, and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 3. PURPOSE OF LOAN. This Mortgage and the attached Note were executed and delivered to evidence and secure monies advanced (or to be advanced) to the Borrower by the Lender for the purpose of acquiring, constructing new or rehabilitating existing housing ("lmprovements"), and otherwise providing moderate income home ownership housing at the Mortgaged Property. The Borrower shall make or cause all lmprovements to be made in accordance with that certain NSP Loan Agreement attached hereto as Exhibit 1 to the Mortgage.

67 4. USE AND MAINTENANCE. Borrower will not make, permit, or suffer any alteration of or addition to any building structure or improvement which may hereafter be erected or installed upon the Mortgaged Property, or any part thereof (except the Improvements required to be made pursuant to the NSP Loan Agreement), nor will the Borrower use, or permit or suffer the use of, any of the Mortgaged Property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of the Lender. The Borrower will maintain the Mortgaged Property in good condition and state of repair and will not suffer or permit any waste to any part thereof. 5. CHARGES AND LIENS. The Borrower will not voluntarily or involuntarily create, or permit or suffer to be created or to exist, on or against the Mortgaged Property, or any part thereof, any lien superior to the lien of this Mortgage, exclusive of the lien or liens to which this Mortgage is expressly subject and subordinate, and will keep and maintain the same free from the claims of all parties supplying labor andlor materials used in the construction or installation of the Improvements. 6. NOTICE OF CONVEYANCE, FIRE OR CASUALTY The Borrower will give immediate notice by registered or certified mail to the Lender of any fire, damage or other casualty affecting the Mortgaged Property, or of any conveyance, transfer or change in ownership of such Property, or any part thereof. 7. COVERAGE OF INSURANCE POLICIES. (a) The Borrower will keep the Mortgaged Property, including structures and equipment, now existing or which may hereafter be erected or installed on Mortgaged Property, insured against loss by fire and other such hazards, casualties and contingencies in such amounts and manner and for such period as may be required by the Lender; and all such insurance policies must include standard fire, flood if applicable and extended coverage in amounts not less than full insurable value. All such insurance shall be carried by companies approved by the Lender. All policies shall have attached thereto loss payable clauses in favor of the Lender and any other party(ies) identified or requested by the Lender. All such policies and attachments thereto shall be delivered promptly to the Lender, unless they are required to be delivered to the holder of a lien, or a mortgage, or similar instrument to which this Mortgage is expressly subject, in which latter event, certificates thereof in a form satisfactory to the Lender shall be delivered promptly to the Lender. The Borrower will pay promptly when due any and all premiums on such insurance. If premium payments are not made from funds escrowed for that purpose under the terms of this Mortgage or the Note secured hereby, Borrower will submit promptly after payment to the Lender receipts or other evidence of such payment as shall be satisfactory to the Lender for examination and verification. Lender has the right, but not the obligation, to pay any unpaid insurance premiums or, in the event the

68 Borrower fails to obtain or allows a policy to lapse, to obtain and place such insurance coverages on the Mortgaged Property as are required by this Section and any such payments shall be secured by the Lien of this mortgage and bear interest at 12% per annum from the date so paid, but no such payment by the Lender shall be deemed a waiver of the Lender's right to declare the principal sum due and payable by reason of the Borrower's default or failure to perform as required under this Section. (b) In the event of loss or damage to the Mortgaged Property, the Borrower will give to the Lender immediate notice, and the Lender may make and file proof of loss if not otherwise made promptly by or on behalf of the Borrower. Unless Borrower and lender otherwise agree in writing, insurance proceeds shall be applied to restoration or repair, provided such restoration or repair is economically feasible and the security of this Mortgage is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Mortgage would be impaired, the insurance proceeds shall be applied to the sums secured by this Mortgage with the excess, if any, paid to Borrower. If the Mortgaged Property is abandoned by Borrower, or if Borrower fails to respond to Lender within 30 days from the date notice is mailed by Lender to Borrower that the insurance carrier offers to settle a claim for insurance benefits, Lender is authorized to collect and apply the insurance proceeds, at Lender's discretion and option, either towards restoration, repair of the Mortgaged Property, or to the reduction (in whole or in part) of the sums secured by this Mortgage. In the event of foreclosure of this Mortgage, or of any transfer of title to the Mortgaged Property in extinguishment of such indebtedness, all right, title and interest of the Borrower in and to every such insurance policy then in effect, subject to the rights and interest of the holder of any such prior lien, shall pass to the grantee acquiring title to the mortgaged Property together with such policy and appropriate assignment of such right, title, and interest which shall be made by the Borrower. 8. TAXES. In order to protect more fully the security of this Mortgage, the Borrower shall promptly submit to the Lender upon request, or to Lender's designated agent, the Hillsborough County Tax Invoice for the Mortgaged Property. Such invoice shall either show that no taxes are due or be accompanied by a receipt or other documentation showing taxes have been paid in full in a timely fashion. 9. COMPLIANCE WITH LAWS The Improvements and all plans and specifications therefore, as well as the operation and provision of services at the Mortgaged Property, shall comply with all applicable state, federal and municipal statutes, ordinances, regulations and rules made or promulgated with lawful authority. 10. FUNDING OF ACQUISITION AND IMPROVEMENTS. Lender has agreed to fund the acquisition of the Mortgaged Property and whatever construction or rehabilitation may be needed to provide the moderate income home ownership units detailed in the NSP Loan Agreement. Disbursements will be made from time to time as Borrower acquires the Mortgaged Property and performs the necessary work as set forth in Schedule " A to the NSP Loan Agreement. It is a precondition to any disbursement that the Lender inspect the work for compliance with the requirements of

69 the NSP Loan Agreement. Any and all inspection will be made solely for the benefit and protection of the Lender and not for or on behalf of any third party. 11. PROTECTION OF LENDER'S SECURITY. No construction or rehabilitation work shall commence at the Mortgaged Property, nor shall any materials be furnished at the Mortgaged Property until this Mortgage and a Notice of Commencement has been recorded in the Public Records of Hillsborough County, Florida. This Mortgage shall be recorded prior to the recording of any Notice of Commencement. If Borrower fails to perform the covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender's interest in the Mortgaged Property, including, but not limited to eminent domain, insolvency, code enforcement proceedings, or arrangements or proceedings involving a bankruptcy or decedent, then Lender at Lender's option, upon notice to Borrower, may make such appearances, disburse such sums, and take such action as is necessary to protect Lender's interest, including, but not limited to, disbursement of reasonable attorney's fees and entry upon the Property to make repairs. Any amounts disbursed by Lender pursuant to this paragraph with interest thereon at the rate of 12% per annum, shall become an additional indebtedness of Borrower secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall bear interest from the date of disbursement unless payment of interest at such time would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph shall require Lender to incur any expense or take any action hereunder. 12. LENDER INSPECTIONS. The Lender, or any of its employees, agents or representatives, shall have the right to inspect the Mortgaged Property at any reasonable hour of the day after acquisition. Should the Mortgaged Property, or any part thereof, require repair, care or attention, then, after notice as provided in Section 16 hereof to the Borrower, the Lender may enter or cause entry to be made upon the Mortgaged Property and repair, protect and maintain the said Property as the Lender may deem necessary. Any and all sums spent by Lender to accomplish the proper maintenance on the Mortgaged Property shall become due and payable as provided in Section AFTER-ACQUIRED PROPERTY. This Mortgage encumbers all real Property subsequently acquired by the Borrower in connection with the NSP Loan Agreement, as well as any additions, replacements, substitutions to or proceeds from the Mortgaged Property. Notwithstanding the foregoing, Borrower agrees to execute any new mortgage instrument, document, amendment or supplement to this Mortgage as the Lender may request at its discretion, to establish or protect its lien on any real Property acquired pursuant to the NSP Loan Agreement.

70 14. FUTURE ADVANCES. Lender, at its sole option, may elect to loan additional funds to the Borrower for purposes related to the NSP Loan Agreement such as cost overruns or the preservation of its security. This security instrument is created pursuant to , Florida Statutes, and secures future advances made by Lender within 20 years after the date of recording to the same extent as if they had been made on the date of this Mortgage but in no event shall the total indebtedness secured hereby exceed twice the face amount of the Note. 15. EVENT OF DEFAULT An "Event of Default" will be the occurrence of any one of the following events, and upon such occurrence the Lender may, at Lender's option, declare all sums secured by this Mortgage to be immediately due and payable: (a) Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note or otherwise required by this Mortgage. (b) Nonperformance by the Borrower of any covenant, agreement, term, or condition of this Mortgage, the Note, the NSP Loan Agreement, or of any other agreement made by the Borrower with the Lender in connection with such indebtedness. (c) Failure of the Borrower to perform any covenant, agreement, term or condition in any instrument creating a lien upon the Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage if such superior encumbrance was approved by the Lender as provided in this Mortgage. This Event of Default shall be deemed an incurable default in the event that Lender first learns of such default or nonperformance upon service of a complaint or petition for judicial foreclosure instituted by the owner and holder of the superior mortgage. (d) The Lender's discovery of the Borrower's failure in any application of the Borrower to the Lender to disclose any fact deemed by the Lender to be material, or the making therein, or in any of the agreements entered into by the Borrower with the Lender (including, but not limited to, the Note and this Mortgage) of any misrepresentation by, on behalf of, or for the benefit of the Borrower. (e) Failure by the Borrower to submit promptly to the Lender or Lender's designated agent proof of payment of all insurance and taxes, as required herein. If Lender exercises the option to accelerate repayment, Lender shall mail Borrower's notice of acceleration in the manner provided in Sections 16 and 17 hereof. This Mortgage and the Note are cross-defaulted with all contracts between the Borrower and the Lender in connection with the NSP Loan Agreement. Any uncured default by the Borrower as to any one of those contracts is a default in all at the option of the Lender.

71 16. OPTIONS OF MORTGAGEE UPON EVENT OF DEFAULT Upon the occurrence of a curable default, Lender, prior to acceleration, shall mail notice to the Borrower specifying the following information: (a) (b) (c) (d) The breach; The action required to cure said breach; A date not less than thirty (30) days from the date the notice is mailed to Borrower by which such breach must be cured; and That failure to cure such breach on or before the date specified in the notice may result in acceleration of all sums secured by this Mortgage, foreclosure by judicial proceedings, and sale of the Property. The notice shall further inform Borrower of the right to assert in the foreclosure proceeding the non-existence of a default, or any other defense Borrower has to acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice, Lender, at Lender's option, may declare all of the sums secured by this Mortgage to be immediately due and payable without further demand and may foreclose this Mortgage by judicial proceeding. Lender shall be entitled to collect in such proceedings all expenses of foreclosure, including, but not limited to, reasonable attorneys' fees and costs including but not limited to documentary evidence, abstract, title reports, and court costs. 17. NOTICES. All notices which may be given pursuant to this Mortgage shall be in writing and shall be delivered by personal service, , or by certified mail return-receipt requested, addressed to the parties at their respective addresses indicated below (as the same may be changed in writing from time to time). Such notice(s) shall be deemed given on the day on which personally served, or if by mail, on the date shown on the return receipt, whichever is applicable to the mode of delivery. Where facsimile or notices are given, they shall be deemed received on the date of sending. Citv of Tampa City of Tampa Division of Housing and Community Development Attn: Manager North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon.West@tampanov.net Housina Provider

72 18. APPOINTMENT OF RECEIVER. The Lender in any action to foreclose this Mortgage may be entitled to have a receiver appointed by the Court as a matter of right and without regard to the value of the Mortgaged Property or the solvency of the Borrower or other parties liable for the payment of the Note and other indebtedness secured by this Mortgage. Said receiver shall enter upon, take possession of, and manage the Mortgaged Property, and will collect payments of the costs of management of the Mortgaged Property and collection of rents, including, but not limited to, receiver's fees, premiums on receiver's bonds, and reasonable attorney's fees, and then to the sums secured by this Mortgage. The receiver shall be liable to account only for those rents actually received. 19. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude or estop the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Mortgage. 20. ONE PARCEL. In case of a foreclosure sale of the Mortgaged Property, it may be sold in one parcel. 21. BORROWER'S COPY. Borrower shall be furnished a copy of the Note and of this Mortgage at the time of execution or after recordation thereof. 22. LAWFULLY SEIZED. The Borrower hereby represents that it is lawfully seized of the Mortgaged Property and has good right, full power, and awful authority to encumber, sell and convey the same in the manner above provided, and will warrant and defend the same to the Lender forever against the lawful claims and demands of any and all parties whatsoever. 23. BORROWER NOT RELEASED. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate to release in any manner the liability of the original Borrower and Borrower's successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the Original Borrower and Borrower's successors in interest.

73 2 1. CAPTIONS. The captions of this Mortgage are for convenience only and shall not be construed as defining or limiting the scope or intent of the provision hereof. 22. JOINT AND SEVERAL LIABILITY If Borrower, as defined herein, consists of two or more persons, each shall be jointly and severally liable and obligated under all covenants and provisions of this Mortgage and the Note secured hereby. IN WITNESS WHEREOF, this Mortgage has been duly signed and sealed by the Borrower on or as of the day and year first above written. Signed, sealed and delivered in the presence of: Borrower Witness Witness INDIVIDUAL ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF HILLSBOROUGH I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments personally appeared to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that executed the same for the purpose therein expressed. WITNESS my hand and official seal in the County and State last foresaid, this day of,2o. NOTARY PUBLIC MY COMMISSION EXPIRES:

74 Exhibit "B" Return Instrument to: City of Tampa Mortgage Servicing N. Nebraska Avenue Tampa, FL Case Number: 0 Date: Amount: $0.00 Property Address: NSP LOAN DEFFERED PAYMENT PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned ( whether one or more hereafter referred to as "Borrower" ) promise to pay to the order of the City of Tampa, a municipal corporation of the State of Florida, herein referred to as the "Lender", its agents, successors, or assigns, the sum of ($0,000.00) Dollars. Payment on this Note is deferred so long as the Borrower complies with the obligation to provide affordable housing for the entire Affordability Period as specified and defined in that certain NSP Loan Agreement, a copy of which is attached to the Mortgage securing this Note. During the deferment period this Note will not accrue interest as long as the Borrower is not in default under the Note, Mortgage, or the NSP Loan Agreement. The City shall have the right to declare the amount of the total unpaid balance hereof to be due and forthwith payable upon the occurrence of any Event of Default (as defined in the Mortgage) or failure to perform in accordance with any of the covenants, terms and conditions in the Mortgage or the NSP Loan Agreement. Failure of the City to declare a default shall not constitute a waiver of such default. Upon default, this Note will accrue interest at 12% per annum from the date of such default, and if this Note is reduced to judgment, such judgment should bear interest at the highest rate permissible under applicable law. The Borrower has the right to prepay at any time all or any part of the principal amount of the Note without the payment of penalties or premiums. Any payment of this Note prior to default shall be applied to the principal due on the Note. If suit is instituted by the City to recover this Note, the Borrower agrees to pay all costs of such collection including reasonable attorneys' fees and court costs. This Note is secured by a Mortgage of even date duly filed in the Public Records of Hillsborough County, Florida. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned, as of the above date. BY:

75 HCD 4 <' '3 C) RESOLUTION NO~2009- ti k A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF TAMPA AND CROSLAND, LLC, A FLORIDA CORPORATION, UNDER THE NEIGHBORHOOD STABILIZATION PROGRAM OF THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FOR A LOAN SECURED BY A MORTGAGE AND NOTE IN AN AMOUNT NOT TO EXCEED $2,605, TO ACQUIRE AND REHABILITATE FORECLOSED RESIDENTIAL PROPERTIES FOR THE PURPOSE OF CREATING AFFORDABLE HOME OWNERSHIP OPPORTUNITIES FOR MODERATE INCOME HOUSEHOLDS; AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERWDEPUTY CITY CLERK TO ATTEST TO SAID AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the U.S. Department of Housing and Urban Development ("HUD) has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title 111 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) (PL ); and WHEREAS, the City must use NSP funding for the provision of safe, decent and affordable housing to individuals and families of low and middle incomes as defined by HUD for housing programs that assist citizens earning at or below 120% of the Area Median Income (AMI); and WHEREAS, Crosland, LLC, A Florida corporation (the "Housing Provider") desires to serve as an owner, sponsor and, through an affiliated entity, developer of affordable housing targeted to moderate income citizens within the jurisdictional boundaries of the City; and WHEREAS, the City has determined that the Housing Provider is a capable candidate to provide such housing and render services under the NSP and is willing to provide funding in an amount not to exceed $2,605, ("NSP Funds"); WHEREAS, all allowable expenses to be reimbursed under this Agreement not to exceed $2,605, will be paid from NSP Index Codes GBClSQAC ($1,302,500 -Acquisition) and GBClSQAD ($1,302,500 -Rehabilitation) (Federal Funds-NSP); and WHEREAS, required by the CDBG Regulations, 24 CFR 570, that before disbursing any NSP funds to any entity, the Participating Jurisdiction must enter into a written agreement (the "Agreement") with that entity; and WHEREAS, it is in the best interest of the City of Tampa to enter into this Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA: Section 1. That the Agreement between the City of Tampa and Crosland, LLC to provide funding for the acquisition and construction/rehabilitation of a minimum of 25 affordable home ownership housing units in the Sulphur Springs, North Tampa Communit~. University Square and Old West Tampa neighborhoods, a copy of which is attached hereto, is approved in its entirety in substantially similar form.

76 Section 2. That the Mayor of the City of Tampa is authorized to execute and the City ClerWDeputy City Clerk to attest and affix the Official Seal of the City of Tampa to said Agreement on behalf of the City. Section 3. That the proper officers of the City of Tampa are hereby authorized and empowered to do all things necessary and proper to carry out and make effective the terms and conditions of this Resolution and the Agreement. Section 4. That this Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA ON a. ATTEST: ClTY COUNCIL APPROVED AS TO LEGAL SUFFICIENCY: ASSISTANT ClTY ATTORNEY

77 NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT Acquisition/Rehabilitation Affordable Low to Moderate Income Homeownership Program THIS NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT, ("Agreement") is entered into in Tampa, Florida, on 2009, by and between the City of Tampa, a municipal corporation organized and existing under the laws of the State of Florida, ("City"), and Crosland, LLC ("Housing Provider"). RECITALS WHEREAS, the U.S. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title 111 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) to be used for NSP objectives; and WHEREAS, under NSP, foreclosed or abandoned properties as defined by HUD regulations may be acquired for rehabilitation then made available for homeownership to households earning at or below 120% Area Median lncome (AMI); and WHEREAS, the City may provide portions of its fund award to Housing Providers capable of fulfilling such NSP objectives; and WHEREAS, the Housing Provider desires to serve as developer of affordable housing targeted to moderate-income residents earning at or below 120% Area Median lncome and located in any or all of the Sulphur Springs, Old West Tampa, North Tampa Community, or University Square NSP Target Neighborhoods (the "Target Neighborhoods); and WHEREAS, the Housing Provider is acceptable to the City to receive NSP funds to be used pursuant to the terms and conditions of this Agreement, which funds shall be secured by a deferred payment promissory note and mortgage. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, the parties hereto agree as follows: ARTICLE I. SCOPE Section 1. General Objectives. Housing Provider shall develop and market single family affordable housing (the "NSP Units") in the Target Neighborhoods. All acquisition, repair, or rehabilitation activities shall be performed within the time periods and in the manner specified in Schedule A, attached hereto and by reference made a part hereof (the "Project"). The Project may include housing units that are not NSP Units, but the Housing Provider shall complete no fewer than the number of NSP Units agreed to in Schedule A. Only the activities, costs and expenses detailed in Schedule A shall be funded under this Agreement.

78 Section 2. Identification of Property(ies). Housing Provider shall identify each parcel of real property it seeks to acquire for Project purposes. The property shall meet the definition of foreclosed or abandoned properties under the NSP program guidelines and the proposed purchase price must reflect a discount not less than 1% of the property's appraised market value. Section 3. Subsequently Acquired Properties. If at the time of execution of this Agreement, the real property(ies) that the Housing Provider intends to acquire has not been identified, or if additional real property to be included in the Project is acquired after execution of this Agreement, then Schedule A shall be supplemented or amended to include the specific description and location of such property as soon as it or they are identified by the Housing Provider. Such amendments or supplements to Schedule A shall not require approval from City Council as long as the total funding under this Agreement remains unchanged and the NSP objectives set forth in this Article I are met. (a) Execution of Note and Mortgage. The total amount funded under this Agreement shall be evidenced by an NSP Loan Deferred Payment Note secured by a Mortgage (hereafter referred to as the "Note" and "Mortgage") that shall encumber all real property acquired by the Housing Provider in furtherance of the Project, whether existing at the time of execution or acquired subsequently, and secure all obligations of the Housing Provider under this Agreement. Housing Provider agrees and covenants that it shall provide all information and execute all documents, security agreements, mortgages, amendments or supplements that the City may require, at the City's discretion, to create, perfect, or extend the mortgage liens to any and all Project properties. The Note and Mortgage shall be in essentially the same format as the form instruments attached hereto as Exhibits "A" and "B" respectively. (b) Project Work. Prior to the purchase of any property, or the commencement of repair or rehabilitation on property already owned by the Housing Provider, each property and function identified by the Housing Provider in Schedule "A" shall be reviewed and approved through the City's Housing and Community Development Division ("HCD")with the assistance of the City's Real Estate Division or such other City departments or instrumentalities as may be deemed necessary by the City in its sole discretion.. The HCD review process will include a cost reasonableness determination and a project underwriting analysis. All Project work shall be completed in a satisfactory and proper manner in compliance with all local building codes, including the Florida Building Code, the Housing and Community Development Division's Rehabilitation Standards, and statutes and ordinances pertaining to the provision of housing that is decent, safe, sanitary, and fit for habitation. Such work shall be performed, except as otherwise stated herein, by persons or instrumentalities solely under the domain and control of the Housing Provider. Housing Provider shall have written agreements with all parties involved in a Project to establish responsibilities and ensure compliance with all applicable requirements. (c) Plans and Permits. The Housing Provider shall complete the repair or rehabilitation required by this Project in accordance with the plans, drawings and specification filed and approved for permit(s) andlor construction by all applicable authorities including HCD.

79 (4 Completion Date. The Housing Provider shall have all NSP Project funding fully expended and the NSP units occupied by eligible households before the completion date defined or established in Schedule A, Section 3, Step 9 hereto (hereafter the "Completion Date"). All potential homebuyers of the NSP funded properties must complete HCD approved Home Buyer Education Training, and be income qualified by HCD staff prior to closing. (e) Failure to Meet Completion Date; Default. In the event that the Housing Provider defaults under this Agreement by failing to complete and sell to qualified homebuyers the total number of NSP Units required in this Agreement by the Completion Date, the Housing Provider, in addition to any other remedy available to the City under this Agreement, will be required to repay the City the pro-rated portion of the NSP assistance for each NSP Unit not certified as completed by the Completion Date. The pro-rated, per unit NSP assistance shall be calculated as the total amount of NSP project allocation divided by the number of NSP set-aside units. In addition, the Housing Provider shall transfer any NSP Funds on hand at the time of said default and any accounts receivable attributable to the use of NSP Funds to the City for deposit in the Local NSP Trust Account. (f) Compliance Monitoring. The Housing Provider shall comply with such other terms and conditions, including record keeping and reports for program monitoring and evaluation purposes, as may be established for the purpose of carrying out the NSP program in an effective and efficient manner. Housing Provider and the City are jointly responsible to HUD for the collection, preparation and retention of such information, data or reports required by HUD under the NSP program and the Housing Provider shall fully cooperate and participate with the City in performing such functions. ARTICLE 11. FUNDING; CONTRACTUAL RESPONSIBILITIES Section 1. Funding. City agrees to provide funding in an amount not to exceed $2,605,000.00, as provided in this Agreement, its Schedules, and Exhibits (including the related Note and Mortgage). Housing Provider shall use the funds solely for performance of the General Objectives as described in Article I and as specified in Schedule "A". Section 2. Fees. The City will allow and pay for fees that are normal and customary as part of the acquisition, and rehabilitation process as set forth in Schedule "A". The Housing Provider shall provide written documentation to the City of all fees and other related Project costs for review prior to approval. Section 3. Program Delivery Costs. Construction management fees, soft costs and other project-related costs associated with rehabilitation, and property management during the marketing period shall be considered "Program Delivery" costs and shall be included in Schedule "A". Developer fees shall not exceed 12% of total Project costs and shall be paid from the sales proceeds at time of closing a sale to an eligible home buyer. Real Estate closing fees shall be paid at closing and will not exceed 6% of the sale price for each Housing Unit sold to an eligible home buyer. The City will not pay real estate commissions for abandoned or foreclosed properties acquired by the Housing Provider from mortgage lenders.

80 Section 4. Reimbursed Expenses. During the rehabilitation phase, Housing Provider may apply for periodic reimbursement from the City of all up-to-date expenses paid by the Housing Provider as provided in the Project Budget listed in Schedule A. These periodic reimbursement requests shall be limited to four applications with a minimum of ten percent (10%) held back for the last application, which shall only be made after a Certificate of Occupancy is issued. The City of Tampa will directly pay for, request and cause to be performed any appraisals, title search or examination, boundary surveys, and any required environmental reviews for each proposed project property and such expenses will not be reimbursed to the housing Provider.. Section 5. Sale of Property- Calculation of Sales Price. The sales price of each NSP Unit shall be in an amount equal to or less than the cost to acquire and redevelop or rehabilitate such home or property up to a decent, safe, and habitable condition. The maximum sales price for an NSP Unit shall be determined by aggregating all costs of acquisition, rehabilitation, and redevelopment (which includes related activity delivery costs which generally may include costs related to the sale of the property), or closing costs. The City will determine the final sales price of each NSP Unit prior to entering into a purchase and sale contract with an eligible buyer. ARTICLE 111. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall be effective on the last date of execution by a Party and be coterminous with the Eligibility Period, as said period is described below in this Agreement. Execution by the City shall be defined as signature by the Mayor and attestation by the City Clerk after authorization from City Council. ARTICLE IV. QUALIFICATION AS AFFORDABLE HOUSING For purposes of this agreement, the Housing Provider agrees and covenants that it shall comply with all income qualifications (individuals/families who's income does not exceed 120% AMI), eligibility requirements and affordability requirements of the NSP program as set forth in HERA 2008, as it may be amended from time to time, and the affordability requirements as specified in the City's Consolidated Plan as to the ownership of NSP Units during the term of this Agreement. Section 1. Income Determinations and Eligibility Requirements. The Housing Provider shall determine each NSP Unit homebuyer's eligibility by initially confirming that the homebuyer's annual income is in compliance with NSP program income limits. All NSP Units must be sold to moderate-income persons, (earning at or below 120% AMI). The total household income of any respective homebuyer will be determined and verified by the City for compliance with these income limits prior to closing and acquisition of title and meeting these eligibility requirements will be a condition to closing the sale. The City must confirm the income certification and/or qualification of each potential NSP assisted home buyer. Section 2. Affordability Period. The NSP Unit(s) shall be reserved for income qualified homeowners for fifteen (15) years (the "Affordability Period"). The Affordability Period shall begin to run from the date of title transfer to the first eligible homeowner as reflected by the recording date on the deed.. The City will annually monitor these 4

81 NSP Units for the entire Eligibility Period to verify compliance with income, affordability and Housing Quality Standards (HQS). Section 3. Use Restriction Covenants. No later than the date of closing on the purchase of any property where the Housing Provider will develop one or more NSP Unit, the Housing Provider shall execute and deliver a Land Use Restriction Agreement ("LURA") binding on its transferees, successors or assigns in favor of the City setting forth the affordability requirements and making compliance with the same covenants running with the land for a period of time equal to the Affordability Period. Section 4. Repaymentrnecapture of NSP Funds. In the event the Project, or any NSP Unit therein, does not meet the affordability requirements in this Agreement, the Housing Provider shall reimburse the City the amount of NSP Funds secured by the recorded NSP mortgage and note. The City shall recoup funds in accordance to HER4 and deposit the recaptured funds in the City's NSP Trust Account to be used for other NSP eligible affordable housing activities at the discretion of the City. Section 5. Use of NSPFunds. The NSP Funds provided under this Agreement must meet the City's Consolidated Plan objectives and shall be used for the acquisition and rehabilitation of affordable housing for sale to individuals earning at or below 120% AMl. Section 6. Method of Fund Reimbursement - Documentation for Reimbursement Requests. City shall reimburse Housing Provider for all NSP eligible costs in accordance with the Budget and Reimbursement Form attached hereto The Housing Provider shall retain copies of invoices, canceled checks, or other documentation to establish that the work required under Schedule A has been completed and paid for by the Housing Provider and all such documentation shall be available to the City upon request. Requests for reimbursements, at the option of the City and as a condition precedent to reimbursement, shall be accompanied by an acknowledgement of payment and release of mechanic's lien executed by the contractor and any other subcontractor, laborer, supplier or material man who may be entitled to a claim on the Project Property. ARTICLE V. CANCELLATION OF AGREEMENT PRIOR TO FUNDING Except as otherwise provided herein, either party may cancel this Agreement at any time prior to any transfer of NSP Funds to the Housing Provider by providing the other party with a minimum of thirty (30) days advance written notice. ARTICLE VI. OBLIGATIONS SECURED BY MORTGAGE In addition to the monetary sums secured by the Note and Mortgage (Art. 1, Sec. 2(b) above), all obligations of the Housing Provider under this Agreement, including but not limited to compliance with the affordability and eligibility requirements in Article IV hereof, shall be secured by the lien of that Mortgage and any default under this Agreement shall also be a default under that Mortgage.

82 ARTICLE VII. DEFAULT A default shall consist of any violation, whether by performance or omission, of any obligation or covenant created under this Agreement, or the Note, or Mortgage securing the obligations hereof, including but not limited to any use of NSP Funds for a purpose other than as authorized by this Agreement, applicable laws, noncompliance with NSP Program Requirements, or a misrepresentation in the application submission which, if known by City, would have resulted in NSP Funds not being provided. In addition, the Housing Provider will be in default of this Agreement, and the Note and Mortgage, if it defaults under an obligation secured by a lien that is superior to the City's, whether that lien encumbers the Project properties with or without the consent of the City. In the event of a curable default, the City shall provide Housing Provider with a Notice of Default describing the event(s) or act(s) of default and providing a reasonable period in which to cure the same. For purposes of this Agreement, thirty (30) days shall be deemed a reasonable period in which to cure a default. The City is not obligated to provide notice of default and an opportunity to cure to the Housing Provider as to defaults which are incapable of correction or cure. For purposes of this Agreement, if the City is served with a complaint to foreclose a superior mortgage or other lien, the City will not have an obligation to provide notice and an opportunity to cure to the Housing Provider and may seek a judicial remedy available to the City in said foreclosure action. ARTICLE VIII. NON-ASSIGNABILITY This Agreement shall not be assigned by either Party. ARTICLE IX. MODIFICATION Except as provided herein in connection with Schedule A, this Agreement may only be amended or modified by a written instrument executed by the duly authorized representatives of the parties hereto. ARTICLE X. COMPLIANCE WITH LOCAL, STATE AND FEDERAL RULES REGULATIONS AND LAWS Section 1. Regulations Applicable to all Housing Providers. All Housing Providers shall comply with all applicable laws, orders, and codes of the State and Local governments as they pertain to this Agreement, including, but not limited to, the NSP Program requirements of HERA 2008, and all of the following when applicable: 24 CFR Part 570, as amended - The regulations governing the Community Development Block Grant Program 24 CFR Part 1 and 6, Public Law , Fair Housing Act - The regulations issued following Title VI of the 1964 Civil Rights Act and Section 109 of the 1975 Housing and Community Development Act that prohibits discrimination in HUD programs based on sex, race, color, national origin, and religion and administer all programs and activities in a manner to affirmatively further the policies of the Fair Housing Act.

83 24 CFR Part 107 and The regulations issued following Executive Order and Executive Order which prohibits discrimination and promotes equal opportunity in housing. Section 504 of the Rehabilitation Act of 1973, 24 CFR Part 40 and 41 - The regulations that sets forth policies and procedures for the enforcement of standards and requirements for handicap accessibility. The Architectural Barriers Act of 1968 and the American with Disabilities Act provide additional laws on accessibility and civil rights to individuals with disabilities. Age Discrimination Act of 1975 (42 U.S.C. 6101) - The regulation that prohibits discrimination on the basis of age. 29 CFR Parts 3 and 5 - The regulations on labor standard provisions that include the payment of prevailing wages on federally assisted projects as mandated by the Davis- Bacon Act and Contract Work Hours and Safety Standards Act. 24 CFR Part 70 provides information on the use of volunteers. Copeland "Anti-Kickback" Act (1 8 U.S.C. 874 and 40 U.S.C. 276c) - The regulations on contracts for construction or repair awarded by Housing Provider shall include a provision for compliance with the Copeland "Anti-Kickback" Act. 24 CFR Part 58 - The regulations prescribing the Environmental Review procedure under the National Environmental Policy Act of CFR Part The regulations outlining the procedures for the protection of historic and cultural properties. 24 CFR Part 7 and 41 CFR Part 60 equal employment opportunity without regard to race sex, color, religion, age, national origin, and disability in federally assisted construction contracts. Residential Lead Based Paint Hazard Reduction Act of The regulations implemented by 24 CFR Part 35, Subpart B imposes certain requirements on disclosure of lead base paint hazards. 24 CFR Part 24- The regulations that prohibit use of debarred or suspended contractors on federally assisted projects and Drug Free Workplace requirements; issued according to Executive Order CFR Part 49 - The regulations on eligibility restrictions for certain resident aliens. 24 CFR Part 87 and Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - The regulations for restrictions on lobbying and required certifications. Executive Order The regulations on increasing opportunities and access for Disadvantaged Businesses. HUD requirements - All other required reports, circulars, and procedures when applicable. Administrative Procedures - The rules issued by the City of Tampa in relation to process and procedures.

84 Clean Air Act (42 U.S.C. 7401) and the Federal Water Pollution Control Act (33 U.S.C et seq.) - The regulations and provision that requires compliance with all applicable standards, orders, or regulations issued following the rule. ADA Compliance. The Housing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (All local, state and federal codes shall apply). These regulations govern the availability of housing with accommodations for handicapped individuals. Minority and Women's Business Enterprises. The requirements of Executive Orders , 12432, and 24 CFR 85.36(e) applies to grants under this part. Consistent with HUD's responsibilities under these Orders and with the City's Ordinance No Part 2, the Housing Provider must make efforts to encourage the use of minority and women's business enterprises in connection with funded activities. Section 2. Other Local, State and Federal Requirements. The Housing Provider, its employees and agents, shall comply with all applicable City Codes, ordinances and procedures and policies set forth in the City of Tampa Housing and Community Development Division's Manual of Procedures and Standards, including but not limited to the following: (a) Section 3. The purpose of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701~) (Section 3) is to ensure that employment and other economic opportunities generated by HUD financial assistance (greater than $100,000) shall, to the greatest extent feasible, and consistent with existing Federal, State and local laws and regulations, be directed to low- and very low income persons, particularly those who are recipients of government assistance for housing, and to business concerns which provide economic opportunities to low- and very low-income persons. Compliance with the provisions of Section 3 shall be a condition of the Federal financial assistance provided under this contract and binding upon the City, the Housing ProviderIHousing Provider and any of the Housing ProviderIHousing Provider's subcontractors. Failure to fulfill these requirements shall subject the Housing ProviderIHousing Provider and any of the Housing ProviderIHousing Provider's subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Housing ProviderlHousing Provider certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. The Housing ProviderIHousing Provider will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. The Housing ProviderIHousing Provider further agrees to comply with these Section 3 requirements to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 8

85 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very lowincome residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for lo w- and very low-income persons residing in the metropolitan area in which the project is located. " The Housing Provider agrees to notify the City, at the time the construction cost work write up is submitted for consideration, of any and all job openings related to the project. The Housing ProviderIHousing Provider further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the City of Tampa; where feasible, priority should be given to low- and very lowincome persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. Housing Provider shall submit to HCD a Section 3 Plan for each house acquired with NSP funding, and shall submit a Final Section 3 report with the final draw for each house. (b) ADA Compliance. The Housing ProviderIHousing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (state and local government grantees). Section 3. Nondiscrimination in Housing. The Housing Provider shall not discriminate on the basis of race, creed, religion, color, age, sex, marital status, familial status, national origin, or handicap in the award application process for eligible housing. Section 4. Provisions Applicable to Non-Profit Housing Providers In addition to complying with all the foregoing provisions in Sections 1, 2 and 3 above, if the Housing Provider is a non-profit entity, it shall comply with the following: Uniform Relocation Assistance and Real Property Acquisition Policies Act of These policies provide for displacement, relocation assistance, and real property acquisition as defined by 42 U.S.C (URA) (42 U.S.C. 4601), and implementing regulations issued by the Department of Transportation at 49 CFR part 24 and section 104(d) of the Housing and Community Development Act of 1974 (42 U.S.C. 5304(d)). 24 CFR Part 84 and OMB Circular A Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Non-Profit

86 Organizations. These regulations include the Conflict of Interest provision under 24 CFR and 570 as it applies to procurement. OMB Circular A-122 -The regulations that identify cost principals for nonprofits. OMB Circular A The regulations concerning annual audits. Section 5. Public Records and Reporting. The Housing Provider shall assist the City in complying with any public records requests to the City related to or connected with this Agreement. The Housing Provider shall provide quarterly reports and an annual report with information on the Project detailing the information for applicable federal, state and local programs. including, but not limited to the number of households served by income category, age, family size, race, and data regarding any special needs populations. Also, such reports shall contain information concerning support services available to the residents of affordable housing provided by local programs. ARTICLE XI. PROPERTY STANDARDS Section 1. Housing Construction Standards. All housing rehabilitation and construction work using NSP Funds shall meet all applicable state and local construction codes (including but not limited to the Florida Building Code or Housing and Community Development Division Rehabilitation Standards and zoning ordinances at the time of Project completion.. All NSP Unit housing shall meet the accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and shall also meet the design and construction requirements at 24 CFR , which implement the Fair Housing Act (42 U.S.C ). Housing Provider shall promptly correct all cited code violations and avoid any fines or assessments or related liens to be imposed on the Project property. The Housing Provider shall maintain the NSP Unit housing in compliance with allapplicable state and City of Tampa housing quality standards and code requirements for the duration of the Eligibility Period. The Housing Provider is responsible for maintenance, repair and upkeep of each NSP Unit. City reserves the right to inspect the NSP Unit(s) for compliance with the standards listed above at Certification of Occupancy. All contractors must adhere to the HCD ENERGY EFFICIENCY MEASURES (REHAB & INFILL) and follow Sustainability practices for demolition/deconstruction, the use of recycled materials and, the use of additional energy savings designs, systems or equipment. Section 2. Environmental Conditions and Historic Preservation. Air and Water The Housing Provider agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: Clean Air Act, 42 U.S.C., 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. Flood Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Housing Provider shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having

87 special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). Historic Preservation The Housing Provider agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (I6 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Section 3. Lead Paint Hazards. The Housing Provider will comply with HUD's key requirements for all rehabilitation projects. The Housing Provider will perform all housing rehabilitation activities in compliance with the Lead Safe Housing Rule, 24 CFR 35, unless the property was constructed on or after January 1, 1978 or for any rehabilitation that does not disturb a painted surface. For rehabilitation activity on pre-1978 units that disturbs a painted surface, the following provisions shall apply: Lead-Based Paint The Housing Provider agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR , and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of leadbased paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead-based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment andlor abatement may be conducted. Paint testing. The Housing Provider shall either perform paint testing on the painted surfaces to be disturbed or replaced during rehabilitation activities, or presume that all these painted surfaces are coated with lead-based paint. Residential property receiving an average of up to and including $5,000 per unit in Federal rehabilitation assistance. (I) Conduct paint testing or presume the presence of leadbased paint. If paint testing indicates that the painted surfaces are not coated with lead-based paint, safe work practices and clearance are not required. (2) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed. (3) After completion of any rehabilitation disturbing painted surfaces, perform a clearance examination of the worksite(s) in accordance with Sec Clearance is not required if rehabilitation did not disturb painted surfaces of a total area more than that set forth in Sec (d). Residential property receiving an average of more than $5,000 and UP to and including $25,000 per unit in Federal rehabilitation assistance. (1) Conduct paint testing or presume the I1

88 presence of lead-based paint. (2) Perform a risk assessment in the dwelling units receiving Federal assistance, in common areas servicing those units, and exterior painted surfaces, in accordance with Sec (b), before rehabilitation begins. (3) Perform interim controls in accordance with Sec of all lead-based paint hazards identified. (4) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed and is known or presumed to be lead-based paint. Communication with residents. The Housing Provider must ensure that eligible buyers receive, upon the completion of any lead hazard reduction work and prior to the sale of the NSP Unit, a Notice of Lead Hazard Reduction. ARTICLE XII. EQUAL EMPLOYMENT OPPORTUNITY; WOMEN AND MINORITY BUSINESS ENTERPRISES The Housing Provider shall comply with the City of Tampa Code of Ordinances Chapter 26.5 Part 11, regarding Equal Employment Opportunity and Affirmative Action. ARTICLE XIII. CONFLICT OF INTEREST The Housing Provider represents and warrants that no member of, or Delegate to, the Congress of the United States has been or shall be admitted to any share or part of this contract or to any benefit to arise from the same. The Housing Provider represents and warrants that no member of the governing body of the locality in which the project is situated, and no other public official of such locality or localities who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision-making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. The Housing Provider represents and warrants that no person who is an employee, agent, consultant, officer, or elected or appointed official of the Housing Provider and who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. ARTICLE XIV. PROJECT PUBLICITY Any news release or other type of publicity pertaining to the work performed pursuant to this Agreement shall recognize the City as a participant.

89 ARTICLE XV. MARKETING NSP UNITS The Housing Provider has primary responsibility to market available NSP Units. The Housing Provider shall affirmatively and aggressively market any NSP Unit available for purchase without regard to race, color, national origin, sex, religion, familial status or disability. The Housing Provider, in soliciting potential homebuyers, shall do the following: (a) (b) (c) (d) (e) (f) (g) Use the Equal Housing Opportunity logo in all advertising; Display a Fair Housing poster in the sales ofice; Where appropriate, advertise using media likely to reach persons least likely to apply for the housing such as minority outlets and newspapers. Maintain files of the affirmative marketing activities for five (5) years and provide access thereto to City Staff; Verify all information concerning NSP applicants or household members, which may be obtained from any source by the Housing Provider, or its assignees or designees. All potential NSP Unit home buyers will be required to complete an HCD approved Homebuyer Education class prior to closing. Potential NSP Unit home buyers must be income qualified by HCD as having household income at or below 120% AM1 as required by NSP regulations. ARTICLE XVI. MAINTENANCE OF RECORDS Housing Provider shall maintain such records and accounts, including program records, project records; financial records; program administration records; equal opportunity and fair housing records; Women and Minority Business Enterprise (WMBE) records; income determinationleligibility records; records supporting exceptions to the conflict of interest prohibition; and any other records as are deemed necessary by the City to assure a proper accounting and monitoring of all NSP Funds. Failure to or improper maintenance of records as required under this Article shall de a default under this Agreement and provide grounds for termination of the same. With respect to all matters covered by this Agreement, records will be made available for examination, audit, inspection or copying purposes at any time during normal business hours and as often as the City may require. Housing Provider will permit same to be examined and excerpts or transcriptions made or duplicated from such records, and audits made of all contracts, invoices, materials, records of personnel and of employment and other data relating to all matters covered by this Agreement. The City's right of inspection and audit shall be in addition to any rights to inspection or audit by another agency, whether local or State.

90 The Housing Provider shall retain all records and supporting documentation applicable to this Agreement for the most recent five-(5) year period, except as provided below: (a) (b) (c) Records shall be retained for five (5) years after the project completion date; except that records of individual income verifications, and project inspections must be retained for the most recent five (5) year period, until five (5) years after the eligibility period terminates. Written agreements shall be retained for five (5) years after the agreement terminates. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the required period, whichever is later. ARTICLE XVII. AUDIT/FINANCIAL STATEMENT REQUIREMENTS During the term of this Agreement, Housing Provider shall provide the City with its annual audit or financial statement within ninety (90) days of the end of each operating year. Said auditlfinancial statement shall be prepared by an actively licensed certified public accountant. Non-Profit organizations must provide audited financial statements as requested. ARTICLE XVIII. NEGATION OF AGENT OR EMPLOYEE STATUS The Housing Provider acknowledges and represents that it is an independent agent, and nothing contained herein shall in any way be construed to constitute or define the Housing Provider or any of its assistants, representatives, agents, subagents, employees, contractors, partners, affiliates, holding companies or subsidiaries to be representatives, agents, subagents, or employees of the City. The Housing Provider acknowledges that the City is not required to withhold any federal income tax, social security tax, state and local tax, or to secure workers' compensation insurance or employers' liability insurance of any kind, or to take any other action with respect to such insurance or taxes on behalf of the Housing Provider, or its assistant(s), representatives, agents, subagents, employees or contractors. In no event and under no circumstances shall any provision of this Agreement make the City liable to any person or entity that contracts with or that provides goods or services to Housing Provider in connection with services that the Housing Provider has agreed to perform hereunder or otherwise, or for any debts or claims of any nature accruing to any person or entity against Housing Provider. There is no contractual relationship or third party relationship, either express or implied, between the City and any person or entity supplying any work, labor, services, goods or materials to Housing Provider as a result of this Agreement. ARTICLE XIX. SUBCONTRACTS Housing Provider shall conduct and supervise all work pursuant to this Agreement. If any part of the work is assigned or subcontracted, it shall not in any way affect the provisions of this Agreement and Housing Provider remains at all times responsible for the work of 14

91 subordinates, subcontractors and or assigns unless expressly released from such responsibility by the City. Housing Provider may subcontract the rehabilitation of NSP Units to properly licensed and insured contractors as approved by the City. Any substitution of contractors must be reviewed and approved by HCD staff. Davis Bacon. The Housing ProviderIHousing Provider agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Housing Provider agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Housing Provider shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request. The Housing Provider agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2, for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1,3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Housing Provider of its obligation, if any, to require payment of the higher wage. The Housing Provider shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. ARTICLE XX. INDEMNIFICATION The Housing Provider shall defend, hold harmless and indemnify the City from and against any and all liability, injury, loss, claims, damages, costs, reasonable attorneys' fees and expenses of whatever kind or nature which the City may sustain, suffer or incur or be required to pay by reason of: (a) (b) (c) The loss of any monies paid to Housing Provider; Fraud, defalcation or dishonesty on the part of any person representing, employed by, contracted or subcontracted by Housing Provider; Any act, omission, wrongdoing, misconduct, want of care or skill, negligence or default on the part of Housing Provider or any of its contractors, subcontractors, sub-subcontractors, material men, suppliers and laborers in the performance of this Agreement or the operation of the Project; or The indemnity hereunder shall survive termination of the Agreement. In the event that any action, suit or proceeding is brought against the City upon any claim related to or arising out of this Agreement or the Project, or any other matter indemnified against, the City at once shall give notice in writing thereof to Housing Provider in the manner provided for notices in this Agreement.

92 ARTICLE XXI. INSURANCE A. The Housing Provider shall, during the period of this Agreement and as to all operations involving the Project provide, pay for and maintain with companies satisfactory to the City, the types of insurance described below in this Article. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. Such insurance shall be primary coverage to the City who shall be named as an additional insured as to all applicable coverages, including general liability policies, and shall contain a cross-liability or severability of interest clause. The insurance coverage and limits required must be evidenced by properly executed certificates of insurance on forms furnished by or acceptable to the City. The authorized representative of the insurance company shown on the certificate must personally manually sign each certificate. The Housing Provider shall submit a copy of the certificate(s) to the City of Tampa Housing and Community Development Division, 2105 North Nebraska Avenue, Tampa, Florida 33602, within thirty (30) days of the effective date of this Agreement. In the event the Housing Provider fails to submit the certificate(s) verifying the minimum coverage's and amounts specified herein, the City, at its own discretion, may withhold payment of NSP Funds until such time as the certificate(s) islare received by the City's Housing and Community Development Division. B. Thirty (30) days written notice shall be given to the City of any cancellations, intent not to renew, or reduction in the policy coverage, except in the application of the aggregate liability limits provisions. Should any aggregate limit of liability coverage be reduced, it shall be immediately increased back to the limit required by this Agreement. The Housing Provider shall be responsible for any deductibles under its policies. The Housing Provider shall ensure that all of its contractors and subcontractors carry adequate types and limits of insurance and provide proof of the same to the City upon demand. C. The required coverages are as follows: (a) Workers' Compensation and Employers' Liability lnsurance shall be provided for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amount of the employers' liability insurance shall not be less than $1 00, each accident, $500, disease aggregate, and $1 00, disease each employee. (b) Commercial General Liability lnsurance shall be written on 1SO occurrence form CG 00 01, or substitute form providing equivalent coverage, with a minimum limit of $600, each occurrence. Such policy shall include the City as an additional insured and shall cover liability arising from premises and operations, independent contractors, products and completed operations, personal and advertising injury, and liability assumed under this Agreement. Completed operations liability coverage shall be maintained for a minimum of one-year following completion of the work. (c) Automobile Liability Insurance shall be maintained in accordance with the laws of the State of Florida as to the ownership, maintenance, and use of all owned, non-owned, or hired vehicles used concerning this Agreement. The minimum limit shall be $500, bodily injury and property damage combined single limit each accident.

93 (d) Property Insurance. Housing Provider shall provide hazard insurance as required for fire for the full value of the property, and shall cause the City to be named as the beneficiary relative to its interest and its loan position on the property for the full term of the Eligibility Period. (e) Flood Insurance. The Housing Provider agrees that, in accordance with Section 202 (a) of the Flood Disaster Protection Act of 1973 (42 U.S.C ) the use of any funds provided under this part for acquisition or construction (including housing rehabilitation) purposes in special flood areas shall be subject to the mandatory purchase of flood insurance requirements of Section 102 (a) of said Act (42 U.S.C. 4021a). The Housing Provider shall provide flood insurance for the full value of the property as required by said laws. ARTICLE XXII. RELIGIOUS ORGANIZATIONS The Housing Provider shall not provide NSP Funds to primarily religious organizations, such as churches, for any activity including secular activities. In addition, the Housing Provider shall not use NSP Funds to rehabilitate housing owned by primarily religious organizations or to assist primarily religious organizations in acquiring housing. ARTICLE XXIII. SURVIVAL All provisions of this Agreement intended to survive or to be performed subsequent to the end of the period of this Agreement shall survive the termination of this Agreement. ARTICLE XXIV. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. ARTICLE XXV. HEADINGS All article and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof. ARTICLE XXVI. VENUE This Agreement shall be construed under the laws of the State of Florida. Venue shall be in Hillsborough County, Florida. ARTICLE XXII. WAIVER OF JURY TRIAL In the event any legal proceedings arise out of this Agreement, Housing Provider waives any and all right it may have to a jury trial. ARTICLE XXVIII. ESTOPPELJWAIVER

94 The failure of the City to enforce any term or condition of this Agreement shall not constitute a waiver of subsequent non-performance or default or estoppel of any subsequent enforcement of violations of this Agreement. ARTICLE XXIX. MERGER CLAUSE This Agreement together with the Schedules and Exhibits hereto sets forth the entire agreement between the parties and there are no promises or understandings other than those stated herein. It is further agreed that no modification, amendment or alteration of this Agreement shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. The Exhibits and Schedules to this Agreement will be deemed to be incorporated by reference as though set forth in full herein. In the event of a conflict or inconsistency between this Agreement and the provisions in the incorporated Schedules and Exhibits, then this the Schedules and Exhibits shall prevail. ARTICLE XXX. NOTICE AND GENERAL CONDITIONS All notices which may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service or by certified mail return receipt requested addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by mail, on the date of actual receipt, whichever is applicable to the mode of delivery. Where facsimile or e- mail notices are given, they shall be deemed received on the date of sending. Citv of Tampa City of Tampa Division of Housing and Community Development Attn: Manager North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon. West@,tampagov.net Housing Provider Crosland, LLC Attn: Phillip A. Smith 5201 W. Kennedy Blvd., Suite 115 Tampa, FL Tel: Fax: psmith@,crosland.com

95 ARTICLE XXXI. TERMS Capitalized terms contained herein shall have the definition assigned. Capitalized terms contained herein that do not have the definition assigned shall have the meaning assigned in the applicable local, state or federal regulations. ARTICLE XXXII. SUBORDINATION This Agreement is not and shall not be subject and subordinate in any respect to the liens, terms, covenants and conditions of the mortgage and other agreements securing the Senior Lender notes or other obligations without previous written consent from the City. IN WITNESS HERETO, the parties herein have caused this Agreement to be executed at the place and on the day specified hereinabove. ATTEST: CITY OF TAMPA SHIRLEY FOXX-KNOWLES, CITY CLERK D I. PAM IORIO, MAYOR State of Florida County of Hillsborough The foregoing instrument was acknowledged before me this day of , by the Honorable PAM IORIO, Mayor of the City of Tampa, and on behalf of the City of Tampa, who is personally known to me. Seal: Signature of NOTARY PUBLIC State of Florida at Large APPROVED AS TO FORM BY: Assistant City Attorney

96 Witnesses: Signature Housing Provider, Crosland, LLC a Florida corporation By: Name: Title: Name typed or printed Signature Name typed or printed State of Florida County of SS: The foregoing instrument was acknowledged before me this day of, 2009 by, President of, a Florida corporation, who is personally known to me or has provided Florida Driver License as identification. Signature of person taking acknowledgment Name of acknowledger typed, printed or stamped NOTARY PUBLIC State of Florida Serial number (if any): My Commission Expires:

97 SCHEDULE "A" Section 1. Real Property Identified Target Neighborhood Affected: (Sulphur Springs, North Tampa Community, University Square and Old West Tampa) Property #1 Sites to be determined. Folio Number: Street Address: Legal Description: [Together with other as yet unidentified acquisition candidates] Section 2. Scope of Work Housing Provider shall utilize NSP funding to acquire and rehabilitate a minimum total of 25 units. All of the units must be located within NSP target neighborhoods. The following is a specific breakdown of the NSP target neighborhood, funding amounts and number of units to be provided by the Housing Provider. Once rehabilitation is complete, the units will be sold to NSP qualified homebuyers. Sulphur Springs/North Tampa CommunityIUniversity Square 18 Units $1,855,000 I Old West Tampa 1 7 Units 1 $ 750,000 Section 3. Step 1: Schedule Execution of this Agreement Step 2: If not already accomplished, Housing Provider locates and identifies the Project property or properties (hereafter the "Project Property"), whether singular or plural) no later than nine (9) months after execution of this Agreement. If the Project Property has been identified, Housing Provider will proceed to Step 3. Step 3: Housing Provider shall submit to the City of Tampa's Division of Housing and Community Development Department (HCD) and the Real Estate Department (RED) all relevant information about the proposed Project Property it seeks to acquire, including but not limited to the total project cost, property acquisition price and the estimated costs of rehabilitation, repair or other improvements, Project financials and any other information or documentation needed to establish that the acquisition meets NSP requirements and objectives. Step 4: The City, through, HCD and RED shall review the information provided by the Housing Provider and perform a cost reasonableness assessment and project underwriting analysis, after which, in its sole discretion, shall either approve or reject the proposed Project Property acquisition. If approved, Schedule "A" shall be amended or supplemented as needed to

98 describe the Project Property by legal description, folio number and address and a work estimate will be completed and made part of the supplement or amendment. The acquisition price and work estimates shall not exceed the funding commitment in this Agreement and be consistent with the amounts budgeted for acquisition and rehabilitation in this Schedule. If rejected, Housing Provider may locate and identify an alternate proposed property so long as the nine (9) month deadline has not expired. Otherwise, this Agreement shall be deemed terminated and the parties shall have no further obligations. Step 5: Once a proposed Project Property is approved by the City, Housing Provider shall enter into Contract(s) for Sale and Purchase (the "Contract") with the seller of the property. Such Contract(s) shall include a provision permitting the assignment to the City of all rights bestowed by the contract. Step 6: Closing shall be scheduled as soon as possible after the Contract is executed. At closing, the City shall disburse funds not to exceed the budgeted amount for acquisition to acquire the Project property, provided that the Housing Provider executes and delivers to the City a Note and Mortgage creating a first lien priority over the Project property.(see Composite Exhibit "B") and an executed LURA. Step 7: No later than ninety (90) days after closing, the Housing Provider shall submit rehabilitation plans and work cost write-ups for the Project Property acquired for HCD's consideration. HCD may approve or reject such plans at its sole discretion. Plans must comply with the regulations and standards established in this Agreement. If approved, the Housing Provider shall then obtain all necessary permits and approvals from the City's Construction Services Department and any other appropriate authority. If rejected, Housing Provider shall amend its plans to comply with the demands of HCD before acquiring permits. Step 8: Rehabilitation work in accordance with approved plans and permits shall begin immediately upon receiving the permits and shall be completed no later than one hundred and twenty (120) days from the date the permits were issued or plans approved. At the conclusion of the rehabilitation work, the Housing Provider shall deliver to HCD adequate proof that a Certificate of Occupancy ("C.O.") for the Project property has been issued by the proper authority or, in the event a C.O. is not applicable or required, request an inspection from HCD to confirm and verify that all work required under this Schedule, the plans and/or permits has been satisfactorily completed.. Step 9: City will reimburse the Housing Provider its NSP housing delivery costs (defined as: insurance, taxes, lawn maintenance, and security), and other HCD approved costs for ninety (90) days after the C.O. is issued. Housing Provider shall have all NSP Units sold to income qualified persons and shall have all NSP funding fully expended no later than six months after the C.O. is issued (the "Completion Date").Housing Delivery costs will not be reimbursed after the expiration of the first ninety days, after which all costs will be the responsibility of the Housing Provider. Step 10: Throughout the transferees shall maintain the contained in this Agreement. Eligibility Period, Housing Provider, its successors, assigns and NSP Unit(s) in compliance with the standards and regulations

99 Section 4. Property Maintenance. Housing Provider is responsible for performing all property maintenance of Project Property and NSP Units while actively rehabilitating the property until sold. Eligible expenses will be reimbursed until such time a C.O. is issued or HCD has verified completion and has accepted the Project work, and for 90 days thereafter. Theft of items from the property, or damage to the property will be the responsibility of the Housing Provider until sold to eligible buyer. Section 5. Budget and Reimbursements. Acquisition, rehabilitation and/or construction costs funded by this Agreement shall be apportioned generally as per the Project Budget and Reimbursement Form but may be amended or supplemented as the work progresses. Housing Provider shall apply for reimbursements using the Project Budget and Reimbursement Form. Section 6. Reporting. During the term of this agreement, the Housing Provider shall provide HCD with quarterly reports in the form provided below. I. Reporting Period (Please check one) CITY OF TAMPA QUARTERLY REPORT October 1 - December 3 1 April I -June 30 January I - March 30 July I - September Proiect Eligibility Activities Benefiting Low and Moderate Income (LMI) Persons 1 Households Area-Wide Basis [7 Limited Clientele Housing Activities Job Creation/Ret # LMJ Beneficiaries Proposed # LMI Actual Beneficiaries To Date 111. Race / Ethnicitv Reporting Total Persons/Households Assisted Oct-Dec Jan-Mar I Apr-Jun Jul-Sep Total I -. A.L >80% of Median >50% to <=go% of Median

100 >30% to <=5% of Median -a 1 mprak...i.tl2on) White BlacWAfrican American I Asian I I 1 I I American IndianIAlaskan Native Native HawaiianIPacific Islander American IndianlAlaska Native Am Indian/Alas Nat & White Asian & White Black & White Am IndianIAlas Nat & Black Other Multi-Racial I IV. Description of Project V. Description of Accomplishments Achieved During report in^ Period VI. Certification It is hereby certified by the Housing Provider that the project facilities, funded in whole or in part by federal NSP funds, continue to be used for the approved activity, continue to meet the specified national ob-jective, and continue to serve the number of beneficiaries originally intended in the project application or amended application, if applicable. Signature: Housing Provider Certification Typed Name and Title: Date: End of Schedule A

101 ATTACHEMENT 1 TO SCHEDULE "A" PROJECT BUDGET AND REIMBURSEMENT FORM Submit To: Housing and Community Development; 2105 N. Nebraska Avenue; Tampa, Florida Housing Provider: Crosland, LLC =-=+= PROPERTY INVOICED1 ADDRESS APPROVED SPENT TO BUDGET DATE Acquisition I REMAINING CURRENT INVOICE ( BUDGET Rehabilitation Total NSP Budget Match $0 Payable To: Address: Authorized Signature: (Attach Supporting Invoices, Receipts and Supporting Documents)

102

103 Exhibit "A" This instrument prepared by and returned to: City of Tampa Housing & Community Development Division 2105 N. Nebraska Avenue Tampa, FL Folio: ClTY OF TAMPA MORTGAGE TO SECURE AN NSP LOAN AGREEMENT, hereinafter, and if more than one party jointly and severally, called "Borrower", having its address at in the City of Tampa, County of Hillsborough, and State of Florida, and the ClTY OF TAMPA, a municipal corporation organized and existing under the laws of the State of Florida, whose principal address is 315 E. Kennedy Boulevard, Tampa, Florida 33602, its successors, agents or assigns hereinafter called "Lender". WITNESSETH: This Mortgage is made on or as of this - day of, 200- between the Lender and Borrower to evidence and secure the payment of ($0,000.00) Dollars, with interest thereon, which shall be payable in accordance with that certain NSP Loan Deferred Payment Promissory Note of even date herewith, a copy of which is attached hereto ( the "Note"), and any and all other indebtedness and obligations of the Borrower pursuant to the provisions of the Note and this Mortgage, and the underlying Neighborhood Stabilization Program Loan Agreement for the Provision of Moderate Income Home ownership Housing dated, 200-, a copy of which is attached hereto (the "NSP Loan Agreement"), in consideration of which the Borrower(s) hereby grant(s), convey(s) and mortgage(s) to the Lender: ALL THAT certain lot, piece or parcel of land situated in the City of Tampa, County of Hillsborough and State of Florida, bounded and described as follows (and hereafter referred to as the "Property"): Street Address: Legal Description: TOGETHER with all the improvements now or hereafter effected on the Property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and

104 profits, water rights, and water stock, and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, and TOGETHER with any and all awards now or hereafter made for the taking of the Property mortgaged hereby, or any part thereof (including any easement) by the exercise of the power of eminent domain, including any award for change of grade or location of any street or other roadway, which awards are hereby assigned to the Lender and are deemed a part of the Property mortgaged hereby; and the Lender is hereby authorized to collect and receive the proceeds of such awards, to give proper receipts and acquittances therefore, and to apply the same toward the payment of indebtedness secured by this Mortgage, notwithstanding the fact that the amount thereon may not then be due and payable; and TOGETHER with all rights, title and interest of the Borrower in and to the land lying in the streets, roads, or alleys adjoining to the above-described land. All the above described land, buildings, other structures, fixtures, articles of personal Property, awards and other rights and interests being hereinafter collectively referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the Mortgaged Property and every part thereof unto the Lender, its successors and assigns forever for the purposes and uses herein set forth, and the Borrower further covenants and agrees with the Lender, as follows: PAYMENT OF PRINCIPAL AND INTEREST. The Borrower shall promptly pay any and all principal and interest on the indebtedness evidenced by the Note and all other charges and indebtedness provided therein and in this Mortgage, at the times and in the manner provided in the Note and in this Mortgage. 2. TAXES, ASSESSMENTS AND LIENS. The Borrower shall pay when due all taxes, assessments, or other governmental charges, fines and impositions, of every kind and nature whatsoever, now or hereafter imposed on the Mortgaged Property, or any part thereof, and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 3. PURPOSE OF LOAN. This Mortgage and the attached Note were executed and delivered to evidence and secure monies advanced (or to be advanced) to the Borrower by the Lender for the purpose of acquiring, constructing new or rehabilitating existing housing ("lmprovements"), and otherwise providing moderate income home ownership housing at the Mortgaged Property. The Borrower shall make or cause all lmprovements to be made in accordance with that certain NSP Loan Agreement attached hereto as Exhibit 1 to the Mortgage.

105 4. USE AND MAINTENANCE. Borrower will not make, permit, or suffer any alteration of or addition to any building structure or improvement which may hereafter be erected or installed upon the Mortgaged Property, or any part thereof (except the Improvements required to be made pursuant to the NSP Loan Agreement), nor will the Borrower use, or permit or suffer the use of, any of the Mortgaged Property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of the Lender. The Borrower will maintain the Mortgaged Property in good condition and state of repair and will not suffer or permit any waste to any part thereof. 5. CHARGES AND LIENS. The Borrower will not voluntarily or involuntarily create, or permit or suffer to be created or to exist, on or against the Mortgaged Property, or any part thereof, any lien superior to the lien of this Mortgage, exclusive of the lien or liens to which this Mortgage is expressly subject and subordinate, and will keep and maintain the same free from the claims of all parties supplying labor andlor materials used in the construction or installation of the Improvements. 6. NOTICE OF CONVEYANCE, FIRE OR CASUALTY. The Borrower will give immediate notice by registered or certified mail to the Lender of any fire, damage or other casualty affecting the Mortgaged Property, or of any conveyance, transfer or change in ownership of such Property, or any part thereof. 7. COVERAGE OF INSURANCE POLICIES. (a) The Borrower will keep the Mortgaged Property, including structures and equipment, now existing or which may hereafter be erected or installed on Mortgaged Property, insured against loss by fire and other such hazards, casualties and contingencies in such amounts and manner and for such period as may be required by the Lender; and all such insurance policies must include standard fire, flood if applicable and extended coverage in amounts not less than full insurable value. All such insurance shall be carried by companies approved by the Lender. All policies shall have attached thereto loss payable clauses in favor of the Lender and any other party(ies) identified or requested by the Lender. All such policies and attachments thereto shall be delivered promptly to the Lender, unless they are required to be delivered to the holder of a lien, or a mortgage, or similar instrument to which this Mortgage is expressly subject, in which latter event, certificates thereof in a form satisfactory to the Lender shall be delivered promptly to the Lender. The Borrower will pay promptly when due any and all premiums on such insurance. If premium payments are not made from funds escrowed for that purpose under the terms of this Mortgage or the Note secured hereby, Borrower will submit promptly after payment to the Lender receipts or other evidence of such payment as shall be satisfactory to the Lender for examination and verification. Lender has the right, but not the obligation, to pay any unpaid insurance premiums or, in the event the

106 Borrower fails to obtain or allows a policy to lapse, to obtain and place such insurance coverages on the Mortgaged Property as are required by this Section and any such payments shall be secured by the Lien of this mortgage and bear interest at 12% per annum from the date so paid, but no such payment by the Lender shall be deemed a waiver of the Lender's right to declare the principal sum due and payable by reason of the Borrower's default or failure to perform as required under this Section. (b) In the event of loss or damage to the Mortgaged Property, the Borrower will give to the Lender immediate notice, and the Lender may make and file proof of loss if not otherwise made promptly by or on behalf of the Borrower. Unless Borrower and lender otherwise agree in writing, insurance proceeds shall be applied to restoration or repair, provided such restoration or repair is economically feasible and the security of this Mortgage is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Mortgage would be impaired, the insurance proceeds shall be applied to the sums secured by this Mortgage with the excess, if any, paid to Borrower. If the Mortgaged Property is abandoned by Borrower, or if Borrower fails to respond to Lender within 30 days from the date notice is mailed by Lender to Borrower that the insurance carrier offers to settle a claim for insurance benefits, Lender is authorized to collect and apply the insurance proceeds, at Lender's discretion and option, either towards restoration, repair of the Mortgaged Property, or to the reduction (in whole or in part) of the sums secured by this Mortgage. In the event of foreclosure of this Mortgage, or of any transfer of title to the Mortgaged Property in extinguishment of such indebtedness, all right, title and interest of the Borrower in and to every such insurance policy then in effect, subject to the rights and interest of the holder of any such prior lien, shall pass to the grantee acquiring title to the mortgaged Property together with such policy and appropriate assignment of such right, title, and interest which shall be made by the Borrower. 8. TAXES. In order to protect more fully the security of this Mortgage, the Borrower shall promptly submit to the Lender upon request, or to Lender's designated agent, the Hillsborough County Tax Invoice for the Mortgaged Property. Such invoice shall either show that no taxes are due or be accompanied by a receipt or other documentation showing taxes have been paid in full in a timely fashion. 9. COMPLIANCE WITH LAWS The Improvements and all plans and specifications therefore, as well as the operation and provision of services at the Mortgaged Property, shall comply with all applicable state, federal and municipal statutes, ordinances, regulations and rules made or promulgated with lawful authority. 10. FUNDING OF ACQUISITION AND IMPROVEMENTS. Lender has agreed to fund the acquisition of the Mortgaged Property and whatever construction or rehabilitation may be needed to provide the moderate income home ownership units detailed in the NSP Loan Agreement. Disbursements will be made from time to time as Borrower acquires the Mortgaged Property and performs the necessary work as set forth in Schedule "A" to the NSP Loan Agreement. It is a precondition to any disbursement that the Lender inspect the work for compliance with the requirements of

107 the NSP Loan Agreement. Any and all inspection will be made solely for the benefit and protection of the Lender and not for or on behalf of any third party. 11. PROTECTION OF LENDER'S SECURITY. No construction or rehabilitation work shall commence at the Mortgaged Property, nor shall any materials be furnished at the Mortgaged Property until this Mortgage and a Notice of Commencement has been recorded in the Public Records of Hillsborough County, Florida. This Mortgage shall be recorded prior to the recording of any Notice of Commencement. If Borrower fails to perform the covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender's interest in the Mortgaged Property, including, but not limited to eminent domain, insolvency, code enforcement proceedings, or arrangements or proceedings involving a bankruptcy or decedent, then Lender at Lender's option, upon notice to Borrower, may make such appearances, disburse such sums, and take such action as is necessary to protect Lender's interest, including, but not limited to, disbursement of reasonable attorney's fees and entry upon the Property to make repairs. Any amounts disbursed by Lender pursuant to this paragraph with interest thereon at the rate of 12% per annum, shall become an additional indebtedness of Borrower secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall bear interest from the date of disbursement unless payment of interest at such time would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph shall require Lender to incur any expense or take any action hereunder. 12. LENDER INSPECTIONS The Lender, or any of its employees, agents or representatives, shall have the right to inspect the Mortgaged Property at any reasonable hour of the day after acquisition. Should the Mortgaged Property, or any part thereof, require repair, care or attention, then, after notice as provided in Section 16 hereof to the Borrower, the Lender may enter or cause entry to be made upon the Mortgaged Property and repair, protect and maintain the said Property as the Lender may deem necessary. Any and all sums spent by Lender to accomplish the proper maintenance on the Mortgaged Property shall become due and payable as provided in Section AFTER-ACQUIRED PROPERTY. This Mortgage encumbers all real Property subsequently acquired by the Borrower in connection with the NSP Loan Agreement, as well as any additions, replacements, substitutions to or proceeds from the Mortgaged Property. Notwithstanding the foregoing, Borrower agrees to execute any new mortgage instrument, document, amendment or supplement to this Mortgage as the Lender may request at its discretion, to establish or protect its lien on any real Property acquired pursuant to the NSP Loan Agreement.

108 14. FUTURE ADVANCES. Lender, at its sole option, may elect to loan additional funds to the Borrower for purposes related to the NSP Loan Agreement such as cost overruns or the preservation of its security. This security instrument is created pursuant to s697.04, Florida Statutes, and secures future advances made by Lender within 20 years after the date of recording to the same extent as if they had been made on the date of this Mortgage but in no event shall the total indebtedness secured hereby exceed twice the face amount of the Note. 15. EVENT OF DEFAULT An "Event of Default" will be the occurrence of any one of the following events, and upon such occurrence the Lender may, at Lender's option, declare all sums secured by this Mortgage to be immediately due and payable: (a) Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note or otherwise required by this Mortgage. (b) Nonperformance by the Borrower of any covenant, agreement, term, or condition of this Mortgage, the Note, the NSP Loan Agreement, or of any other agreement made by the Borrower with the Lender in connection with such indebtedness. (c) Failure of the Borrower to perform any covenant, agreement, term or condition in any instrument creating a lien upon the Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage if such superior encumbrance was approved by the Lender as provided in this Mortgage. This Event of Default shall be deemed an incurable default in the event that Lender first learns of such default or nonperformance upon service of a complaint or petition for judicial foreclosure instituted by the owner and holder of the superior mortgage. (d) The Lender's discovery of the Borrower's failure in any application of the Borrower to the Lender to disclose any fact deemed by the Lender to be material, or the making therein, or in any of the agreements entered into by the Borrower with the Lender (including, but not limited to, the Note and this Mortgage) of any misrepresentation by, on behalf of, or for the benefit of the Borrower. (e) Failure by the Borrower to submit promptly to the Lender or Lender's designated agent proof of payment of all insurance and taxes, as required herein. If Lender exercises the option to accelerate repayment, Lender shall mail Borrower's notice of acceleration in the manner provided in Sections 16 and 17 hereof. This Mortgage and the Note are cross-defaulted with all contracts between the Borrower and the Lender in connection with the NSP Loan Agreement. Any uncured default by the Borrower as to any one of those contracts is a default in all at the option of the Lender.

109 16. OPTIONS OF MORTGAGEE UPON EVENT OF DEFAULT Upon the occurrence of a curable default, Lender, prior to acceleration, shall mail notice to the Borrower specifying the following information: (a) (b) (c) (d) The breach; The action required to cure said breach; A date not less than thirty (30) days from the date the notice is mailed to Borrower by which such breach must be cured; and That failure to cure such breach on or before the date specified in the notice may result in acceleration of all sums secured by this Mortgage, foreclosure by judicial proceedings, and sale of the Property. The notice shall further inform Borrower of the right to assert in the foreclosure proceeding the non-existence of a default, or any other defense Borrower has to acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice, Lender, at Lender's option, may declare all of the sums secured by this Mortgage to be immediately due and payable without further demand and may foreclose this Mortgage by judicial proceeding. Lender shall be entitled to collect in such proceedings all expenses of foreclosure, including, but not limited to, reasonable attorneys' fees and costs including but not limited to documentary evidence, abstract, title reports, and court costs. 17. NOTICES. All notices which may be given pursuant to this Mortgage shall be in writing and shall be delivered by personal service, , or by certified mail return-receipt requested, addressed to the parties at their respective addresses indicated below (as the same may be changed in writing from time to time). Such notice(s) shall be deemed given on the day on which personally served, or if by mail, on the date shown on the return receipt, whichever is applicable to the mode of delivery. Where facsimile or notices are given, they shall be deemed received on the date of sending. Citv of Tampa City of Tampa Division of Housing and Community Development Attn: Manager North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon.West~tampaaov.net Housinn Provider

110 18. APPOINTMENT OF RECEIVER. The Lender in any action to foreclose this Mortgage may be entitled to have a receiver appointed by the Court as a matter of right and without regard to the value of the Mortgaged Property or the solvency of the Borrower or other parties liable for the payment of the Note and other indebtedness secured by this Mortgage. Said receiver shall enter upon, take possession of, and manage the Mortgaged Property, and will collect payments of the costs of management of the Mortgaged Property and collection of rents, including, but not limited to, receiver's fees, premiums on receiver's bonds, and reasonable attorney's fees, and then to the sums secured by this Mortgage. The receiver shall be liable to account only for those rents actually received. 19. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude or estop the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Mortgage. 20. ONE PARCEL. In case of a foreclosure sale of the Mortgaged Property, it may be sold in one parcel. 21. BORROWER'S COPY. Borrower shall be furnished a copy of the Note and of this Mortgage at the time of execution or after recordation thereof. 22. LAWFULLY SEIZED. The Borrower hereby represents that it is lawfully seized of the Mortgaged Property and has good right, full power, and awful authority to encumber, sell and convey the same in the manner above provided, and will warrant and defend the same to the Lender forever against the lawful claims and demands of any and all parties whatsoever. 23. BORROWER NOT RELEASED. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate to release in any manner the liability of the original Borrower and Borrower's successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the Original Borrower and Borrower's successors in interest.

111 21. CAPTIONS. The captions of this Mortgage are for convenience only and shall not be construed as defining or limiting the scope or intent of the provision hereof. 22. JOINT AND SEVERAL LIABILITY If Borrower, as defined herein, consists of two or more persons, each shall be jointly and severally liable and obligated under all covenants and provisions of this Mortgage and the Note secured hereby. IN WITNESS WHEREOF, this Mortgage has been duly signed and sealed by the Borrower on or as of the day and year first above written. Signed, sealed and delivered in the presence of: Borrower Witness Witness INDIVIDUAL ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF HILLSBOROUGH I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments personally appeared to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that executed the same for the purpose therein expressed. WITNESS my hand and official seal in the County and State last foresaid, this day of,20. NOTARY PUBLIC MY COMMISSION EXPIRES:

112 Exhibit ''6" Return Instrument to: City of Tampa Mortgage Servicing 2105 N. Nebraska Avenue Tampa, FL Case Number: 0 Date: Amount: $0.00 Property Address: NSP LOAN DEFFERED PAYMENT PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned ( whether one or more hereafter referred to as "Borrower" ) promise to pay to the order of the City of Tampa, a municipal corporation of the State of Florida, herein referred to as the "Lender", its agents, successors, or assigns, the sum of ($0,000.00) Dollars. Payment on this Note is deferred so long as the Borrower complies with the obligation to provide affordable housing for the entire Affordability Period as specified and defined in that certain NSP Loan Agreement, a copy of which is attached to the Mortgage securing this Note. During the deferment period this Note will not accrue interest as long as the Borrower is not in default under the Note, Mortgage, or the NSP Loan Agreement. The City shall have the right to declare the amount of the total unpaid balance hereof to be due and forthwith payable upon the occurrence of any Event of Default (as defined in the Mortgage) or failure to perform in accordance with any of the covenants, terms and conditions in the Mortgage or the NSP Loan Agreement. Failure of the City to declare a default shall not constitute a waiver of such default. Upon default, this Note will accrue interest at 12% per annum from the date of such default, and if this Note is reduced to judgment, such judgment should bear interest at the highest rate permissible under applicable law. The Borrower has the right to prepay at any time all or any part of the principal amount of the Note without the payment of penalties or premiums. Any payment of this Note prior to default shall be applied to the principal due on the Note. If suit is instituted by the City to recover this Note, the Borrower agrees to pay all costs of such collection including reasonable attorneys' fees and court costs. This Note is secured by a Mortgage of even date duly filed in the Public Records of Hillsborough County, Florida. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned, as of the above date. BY:

113 HCD RESOLUTION NO: t? 3 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF TAMPA AND FLORIDA HOME PARTNERSHIP, INC., A FLORIDA NONPROFIT CORPORATION, UNDER THE NEIGHBORHOOD STABILIZATION PROGRAM OF THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FOR A LOAN SECURED BY A MORTGAGE AND NOTE IN AN AMOUNT NOT TO EXCEED $1,800, TO ACQUIRE AND REHABILITATE FORECLOSED RESIDENTIAL PROPERTIES FOR THE PURPOSE OF CREATING AFFORDABLE HOME OWNERSHIP OPPORTUNITIES FOR MODERATE INCOME HOUSEHOLDS; AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERWDEPUTY CITY CLERK TO ATTEST TO SAID AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the US. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title 111 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) (PL ); and WHEREAS, the City must use NSP funding for the provision of safe, decent and affordable housing to individuals and families of low and middle incomes as defined by HUD for housing programs that assist citizens earning at or below 120% of the Area Median Income (AMI); and WHEREAS, Florida Home Partnership, Inc., A Florida nonprofit corporation (the "Housing Provider") desires to serve as an owner, sponsor and, through an affiliated entity, developer of affordable housing targeted to moderate income citizens within the jurisdictional boundaries of the City; and WHEREAS, the City has determined that the Housing Provider is a capable candidate to provide such housing and render services under the NSP and is willing to provide funding in an amount not to exceed $1,800, ("NSP Funds"); WHEREAS, all allowable expenses to be reimbursed under this Agreement not to exceed $1, will be paid from NSP Index Codes GBClSQAC ($900,000 -Acquisition) and GBClSQAD ($900,000 -Rehabilitation) (Federal Funds-NSP); and WHEREAS, required by the CDBG Regulations, 24 CFR 570, that before disbursing any NSP funds to any entity, the Participating Jurisdiction must enter into a written agreement (the "Agreement") with that entity; and WHEREAS, it is in the best interest of the City of Tampa to enter into this Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA: Section 1. That the Agreement between the City of Tampa and Florida Home Partnership. Inc. to provide funding for the acquisition and construction/rehabilitation of a minimum of 18 affordable home ownership housing units in the Sulphur Sprinns, North Tampa Communitv, University Square and Old West Tampa neighborhoods, a copy of which is attached hereto, is approved in its entirety in substantially similar form.

114 Section 2. That the Mayor of the City of Tampa is authorized to execute and the City ClerkIDeputy City Clerk to attest and affix the Official Seal of the City of Tampa to said Agreement on behalf of the City. Section 3. That the proper officers of the City of Tampa are hereby authorized and empowered to do all things necessary and proper to carry out and make effective the terms and conditions of this Resolution and the Agreement. Section 4. That this Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA ON ATTEST: CHAIRMANICHA~RMAN PRO-TEM, CITY COUNCIL APPROVED AS TO LEGAL SUFFICIENCY: ASSISTANT CITY ATTORNEY

115 NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT Acquisition/Rehabilitation Affordable Low to Moderate Income Homeownership Program THIS NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT, ("Agreement") is entered into in Tampa, Florida, on 2009, by and between the City of Tampa, a municipal corporation organized and existing under the laws of the State of Florida, ("City"), and Florida Home Partnership, Inc. ("Housing Provider"). RECITALS WHEREAS, the U.S. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title 111 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) to be used for NSP objectives; and WHEREAS, under NSP, foreclosed or abandoned properties as defined by HUD regulations may be acquired for rehabilitation then made available for homeownership to households earning at or below 120% Area Median Income (AMI); and WHEREAS, the City may provide portions of its fund award to Housing Providers capable of fulfilling such NSP objectives; and WHEREAS, the Housing Provider desires to serve as developer of affordable housing targeted to moderate-income residents earning at or below 120% Area Median Income and located in any or all of the Sulphur Springs, Old West Tampa, North Tampa Community, or University Square NSP Target Neighborhoods (the "Target Neighborhoods); and WHEREAS, the Housing Provider is acceptable to the City to receive NSP funds to be used pursuant to the terms and conditions of this Agreement, which funds shall be secured by a deferred payment promissory note and mortgage. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, the parties hereto agree as follows: ARTICLE I. SCOPE Section 1. General Objectives. Housing Provider shall develop and market single family affordable housing (the "NSP Units") in the Target Neighborhoods. All acquisition, repair, or rehabilitation activities shall be performed within the time periods and in the manner specified in Schedule A, attached hereto and by reference made a part hereof (the "Project"). The Project may include housing units that are not NSP Units, but the Housing Provider shall complete no fewer than the number of NSP Units agreed to in Schedule A. Only the activities, costs and expenses detailed in Schedule A shall be funded under this Agreement.

116 Section 2. Identification of Property(ies). Housing Provider shall identify each parcel of real property it seeks to acquire for Project purposes. The property shall meet the definition of foreclosed or abandoned properties under the NSP program guidelines and the proposed purchase price must reflect a discount not less than 1% of the property's appraised market value. Section 3. Subsequently Acquired Properties. If at the time of execution of this Agreement, the real property(ies) that the Housing Provider intends to acquire has not been identified, or if additional real property to be included in the Project is acquired after execution of this Agreement, then Schedule A shall be supplemented or amended to include the specific description and location of such property as soon as it or they are identified by the Housing Provider. Such amendments or supplements to Schedule A shall not require approval from City Council as long as the total funding under this Agreement remains unchanged and the NSP objectives set forth in this Article I are met. (a) Execution of Note and Mortgage. The total amount funded under this Agreement shall be evidenced by an NSP Loan Deferred Payment Note secured by a Mortgage (hereafter referred to as the "Note" and "Mortgage") that shall encumber all real property acquired by the Housing Provider in furtherance of the Project, whether existing at the time of execution or acquired subsequently, and secure all obligations of the Housing Provider under this Agreement. Housing Provider agrees and covenants that it shall provide all information and execute all documents, security agreements, mortgages, amendments or supplements that the City may require, at the City's discretion, to create, perfect, or extend the mortgage liens to any and all Project properties. The Note and Mortgage shall be in essentially the same format as the form instruments attached hereto as Exhibits "A" and "B" respectively. (b) Project Work. Prior to the purchase of any property, or the commencement of repair or rehabilitation on property already owned by the Housing Provider, each property and function identified by the Housing Provider in Schedule "A" shall be reviewed and approved through the City's Housing and Community Development Division ("HCDW)with the assistance of the City's Real Estate Division or such other City departments or instrumentalities as may be deemed necessary by the City in its sole discretion.. The HCD review process will include a cost reasonableness determination and a project underwriting analysis. All Project work shall be completed in a satisfactory and proper manner in compliance with all local building codes, including the Florida Building Code, the Housing and Community Development Division's Rehabilitation Standards, and statutes and ordinances pertaining to the provision of housing that is decent, safe, sanitary, and fit for habitation. Such work shall be performed, except as otherwise stated herein, by persons or instrumentalities solely under the domain and control of the Housing Provider. Housing Provider shall have written agreements with all parties involved in a Project to establish responsibilities and ensure compliance with all applicable requirements. (c) Plans and Permits. The Housing Provider shall complete the repair or rehabilitation required by this Project in accordance with the plans, drawings and specification filed and approved for permit(s) and/or construction by all applicable authorities including HCD.

117 (d) Completion Date. The Housing Provider shall have all NSP Project funding fully expended and the NSP units occupied by eligible households before the completion date defined or established in Schedule A, Section 3, Step 9 hereto (hereafter the "Completion Date"). All potential homebuyers of the NSP funded properties must complete HCD approved Home Buyer Education Training, and be income qualified by HCD staff prior to closing. (e) Failure to Meet Completion Date; Default. In the event that the Housing Provider defaults under this Agreement by failing to complete and sell to qualified homebuyers the total number of NSP Units required in this Agreement by the Completion Date, the Housing Provider, in addition to any other remedy available to the City under this Agreement, will be required to repay the City the pro-rated portion of the NSP assistance for each NSP Unit not certified as completed by the Completion Date. The pro-rated, per unit NSP assistance shall be calculated as the total amount of NSP project allocation divided by the number of NSP set-aside units. In addition, the Housing Provider shall transfer any NSP Funds on hand at the time of said default and any accounts receivable attributable to the use of NSP Funds to the City for deposit in the Local NSP Trust Account. (f) Compliance Monitoring. The Housing Provider shall comply with such other terms and conditions, including record keeping and reports for program monitoring and evaluation purposes, as may be established for the purpose of carrying out the NSP program in an effective and efficient manner. Housing Provider and the City are jointly responsible to HUD for the collection, preparation and retention of such information, data or reports required by HUD under the NSP program and the Housing Provider shall fully cooperate and participate with the City in performing such functions. ARTICLE 11. FUNDING; CONTRACTUAL RESPONSIBILITIES Section 1. Funding. City agrees to provide funding in an amount not to exceed $1,800,000.00, as provided in this Agreement, its Schedules, and Exhibits (including the related Note and Mortgage). Housing Provider shall use the funds solely for performance of the General Objectives as described in Article I and as specified in Schedule "A. Section 2. Fees. The City will allow and pay for fees that are normal and customary as part of the acquisition, and rehabilitation process as set forth in Schedule "A". The Housing Provider shall provide written documentation to the City of all fees and other related Project costs for review prior to approval. Section 3. Program Delivery Costs. Construction management fees, soft costs and other project-related costs associated with rehabilitation, and property management during the marketing period shall be considered "Program Delivery" costs and shall be included in Schedule "A". Developer fees shall not exceed 12% of total Project costs and shall be paid from the sales proceeds at time of closing a sale to an eligible home buyer. Real Estate closing fees shall be paid at closing and will not exceed 6% of the sale price for each Housing Unit sold to an eligible home buyer. The City will not pay real estate commissions for abandoned or foreclosed properties acquired by the Housing Provider from mortgage lenders.

118 Section 4. Reimbursed Expenses. During the rehabilitation phase, Housing Provider may apply for periodic reimbursement from the City of all up-to-date expenses paid by the Housing Provider as provided in the Project Budget listed in Schedule A. These periodic reimbursement requests shall be limited to four applications with a minimum of ten percent (10%) held back for the last application, which shall only be made after a Certificate of Occupancy is issued. The City of Tampa will directly pay for, request and cause to be performed any appraisals, title search or examination, boundary surveys, and any required environmental reviews for each proposed project property and such expenses will not be reimbursed to the housing Provider.. Section 5. Sale of Property- Calculation of Sales Price. The sales price of each NSP Unit shall be in an amount equal to or less than the cost to acquire and redevelop or rehabilitate such home or property up to a decent, safe, and habitable condition. The maximum sales price for an NSP Unit shall be determined by aggregating all costs of acquisition, rehabilitation, and redevelopment (which includes related activity delivery costs which generally may include costs related to the sale of the property), or closing costs. The City will determine the final sales price of each NSP Unit prior to entering into a purchase and sale contract with an eligible buyer. ARTICLE 111. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall be effective on the last date of execution by a Party and be coterminous with the Eligibility Period, as said period is described below in this Agreement. Execution by the City shall be defined as signature by the Mayor and attestation by the City Clerk after authorization from City Council. ARTICLE IV. QUALIFICATION AS AFFORDABLE HOUSING For purposes of this agreement, the Housing Provider agrees and covenants that it shall comply with all income qualifications (individuals/families who's income does not exceed 120% AMI), eligibility requirements and affordability requirements of the NSP program as set forth in HERA 2008, as it may be amended from time to time, and the affordability requirements as specified in the City's Consolidated Plan as to the ownership of NSP Units during the term of this Agreement. Section 1. Income Determinations and Eligibility Requirements. The Housing Provider shall determine each NSP Unit homebuyer's eligibility by initially confirming that the homebuyer's annual income is in compliance with NSP program income limits. All NSP Units must be sold to moderate-income persons, (earning at or below 120% AMI). The total household income of any respective homebuyer will be determined and verified by the City for compliance with these income limits prior to closing and acquisition of title and meeting these eligibility requirements will be a condition to closing the sale. The City must confirm the income certification and/or qualification of each potential NSP assisted home buyer. Section 2. Affordability Period. The NSP Unit(s) shall be reserved for income qualified homeowners for fifteen (15) years (the "Affordability Period"). The Affordability Period shall begin to run from the date of title transfer to the first eligible homeowner as reflected by the recording date on the deed.. The City will annually monitor these

119 NSP Units for the entire Eligibility Period to verify compliance with income, affordability and Housing Quality Standards (HQS). Section 3. Use Restriction Covenants. No later than the date of closing on the purchase of any property where the Housing Provider will develop one or more NSP Unit, the Housing Provider shall execute and deliver a Land Use Restriction Agreement ("LURA") binding on its transferees, successors or assigns in favor of the City setting forth the affordability requirements and making compliance with the same covenants running with the land for a period of time equal to the Affordability Period. Section 4. RepaymentIRecapture of NSP Funds. In the event the Project, or any NSP Unit therein, does not meet the affordability requirements in this Agreement, the Housing Provider shall reimburse the City the amount of NSP Funds secured by the recorded NSP mortgage and note. The City shall recoup funds in accordance to HER4 and deposit the recaptured funds in the City's NSP Trust Account to be used for other NSP eligible affordable housing activities at the discretion of the City. Section 5. Use of NSP Funds. The NSP Funds provided under this Agreement must meet the City's Consolidated Plan objectives and shall be used for the acquisition and rehabilitation of affordable housing for sale to individuals earning at or below 120% AMI. Section 6. Method of Fund Reimbursement - Documentation for Reimbursement Requests. City shall reimburse Housing Provider for all NSP eligible costs in accordance with the Budget and Reimbursement Form attached hereto The Housing Provider shall retain copies of invoices, canceled checks, or other documentation to establish that the work required under Schedule A has been completed and paid for by the Housing Provider and all such documentation shall be available to the City upon request. Requests for reimbursements, at the option of the City and as a condition precedent to reimbursement, shall be accompanied by an acknowledgement of payment and release of mechanic's lien executed by the contractor and any other subcontractor, laborer, supplier or material man who may be entitled to a claim on the Project Property. ARTICLE V. CANCELLATION OF AGREEMENT PRIOR TO FUNDING Except as otherwise provided herein, either party may cancel this Agreement at any time prior to any transfer of NSP Funds to the Housing Provider by providing the other party with a minimum of thirty (30) days advance written notice. ARTICLE VI. OBLIGATIONS SECURED BY MORTGAGE In addition to the monetary sums secured by the Note and Mortgage (Art. I, Sec. 2(b) above), all obligations of the Housing Provider under this Agreement, including but not limited to compliance with the affordability and eligibility requirements in Article IV hereof, shall be secured by the lien of that Mortgage and any default under this Agreement shall also be a default under that Mortgage.

120 ARTICLE VII. DEFAULT A default shall consist of any violation, whether by performance or omission, of any obligation or covenant created under this Agreement, or the Note, or Mortgage securing the obligations hereof, including but not limited to any use of NSP Funds for a purpose other than as authorized by this Agreement, applicable laws, noncompliance with NSP Program Requirements, or a misrepresentation in the application submission which, if known by City, would have resulted in NSP Funds not being provided. In addition, the Housing Provider will be in default of this Agreement, and the Note and Mortgage, if it defaults under an obligation secured by a lien that is superior to the City's, whether that lien encumbers the Project properties with or without the consent of the City. In the event of a curable default, the City shall provide Housing Provider with a Notice of Default describing the event(s) or act(s) of default and providing a reasonable period in which to cure the same. For purposes of this Agreement, thirty (30) days shall be deemed a reasonable period in which to cure a default. The City is not obligated to provide notice of default and an opportunity to cure to the Housing Provider as to defaults which are incapable of correction or cure. For purposes of this Agreement, if the City is served with a complaint to foreclose a superior mortgage or other lien, the City will not have an obligation to provide notice and an opportunity to cure to the Housing Provider and may seek a judicial remedy available to the City in said foreclosure action. ARTICLE VIII. NON-ASSIGNABILITY This Agreement shall not be assigned by either Party. ARTICLE IX. MODIFICATION Except as provided herein in connection with Schedule A, this Agreement may only be amended or modified by a written instrument executed by the duly authorized representatives of the parties hereto. ARTICLE X. COMPLIANCE WITH LOCAL, STATE AND FEDERAL RULES REGULATIONS AND LAWS Section 1. Regulations Applicable to all Housing Providers. All Housing Providers shall comply with all applicable laws, orders, and codes of the State and Local governments as they pertain to this Agreement, including, but not limited to, the NSP Program requirements of HERA 2008, and all of the following when applicable: 24 CFR Part 570, as amended - The regulations governing the Community Development Block Grant Program 24 CFR Part 1 and 6, Public Law , Fair Housing Act - The regulations issued following Title VI of the 1964 Civil Rights Act and Section 109 of the 1975 Housing and Community Development Act that prohibits discrimination in HUD programs based on sex, race, color, national origin, and religion and administer all programs and activities in a manner to affirmatively further the policies of the Fair Housing Act.

121 24 CFR Part 107 and The regulations issued following Executive Order and Executive Order which prohibits discrimination and promotes equal opportunity in housing. Section 504 of the Rehabilitation Act of 1973, 24 CFR Part 40 and 41 - The regulations that sets forth policies and procedures for the enforcement of standards and requirements for handicap accessibility. The Architectural Barriers Act of 1968 and the American with Disabilities Act provide additional laws on accessibility and civil rights to individuals with disabilities. Age Discrimination Act of 1975 (42 U.S.C. 6101) - The regulation that prohibits discrimination on the basis of age. 29 CFR Parts 3 and 5 - The regulations on labor standard provisions that include the payment of prevailing wages on federally assisted projects as mandated by the Davis- Bacon Act and Contract Work Hours and Safety Standards Act. 24 CFR Part 70 provides information on the use of volunteers. Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c) - The regulations on contracts for construction or repair awarded by Housing Provider shall include a provision for compliance with the Copeland "Anti-Kickback" Act. 24 CFR Part 58 - The regulations prescribing the Environmental Review procedure under the National Environmental Policy Act of CFR Part The regulations outlining the procedures for the protection of historic and cultural properties. 24 CFR Part 7 and 41 CFR Part 60 equal employment opportunity without regard to race sex, color, religion, age, national origin, and disability in federally assisted construction contracts. Residential Lead Based Paint Hazard Reduction Act of The regulations implemented by 24 CFR Part 35, Subpart B imposes certain requirements on disclosure of lead base paint hazards. 24 CFR Part 24- The regulations that prohibit use of debarred or suspended contractors on federally assisted projects and Drug Free Workplace requirements; issued according to Executive Order CFR Part 49 - The regulations on eligibility restrictions for certain resident aliens. 24 CFR Part 87 and Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - The regulations for restrictions on lobbying and required certifications. Executive Order The regulations on increasing opportunities and access for Disadvantaged Businesses. HUD requirements - All other required reports, circulars, and procedures when applicable. Administrative Procedures - The rules issued by the City of Tampa in relation to process and procedures.

122 Clean Air Act (42 U.S.C. 7401) and the Federal Water Pollution Control Act (33 U.S.C et seq.) - The regulations and provision that requires compliance with all applicable standards, orders, or regulations issued following the rule. ADA Compliance. The Housing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (All local, state and federal codes shall apply). These regulations govern the availability of housing with accommodations for handicapped individuals. Minority and Women's Business Enterprises. The requirements of Executive Orders 11625, 12432, and 24 CFR 85.36(e) applies to grants under this part. Consistent with HUD's responsibilities under these Orders and with the City's Ordinance No Part 2, the Housing Provider must make efforts to encourage the use of minority and women's business enterprises in connection with funded activities. Section 2. Other Local, State and Federal Requirements. The Housing Provider, its employees and agents, shall comply with all applicable City Codes, ordinances and procedures and policies set forth in the City of Tampa Housing and Community Development Division's Manual of Procedures and Standards, including but not limited to the following: (a) Section 3. The purpose of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) (Section 3) is to ensure that employment and other economic opportunities generated by HUD financial assistance (greater than $1 00,000) shall, to the greatest extent feasible, and consistent with existing Federal, State and local laws and regulations, be directed to low- and very low income persons, particularly those who are recipients of government assistance for housing, and to business concerns which provide economic opportunities to low- and very low-income persons. Compliance with the provisions of Section 3 shall be a condition of the Federal financial assistance provided under this contract and binding upon the City, the Housing ProviderIHousing Provider and any of the Housing ProviderIHousing Provider's subcontractors. Failure to fulfill these requirements shall subject the Housing ProviderIHousing Provider and any of the Housing ProviderIHousing Provider's subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Housing ProviderIHousing Provider certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. The Housing Provider/Housing Provider will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. The Housing Provider/Housing Provider further agrees to comply with these Section 3 requirements to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 8

123 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very lowincome residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for lowand very low-income persons residing in the metropolitan area in which the project is located. " The Housing Provider agrees to notify the City, at the time the construction cost work write up is submitted for consideration, of any and all job openings related to the project. The Housing ProviderIHousing Provider further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the City of Tampa; where feasible, priority should be given to low- and very lowincome persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. Housing Provider shall submit to HCD a Section 3 Plan for each house acquired with NSP funding, and shall submit a Final Section 3 report with the final draw for each house. (b) ADA Compliance. The Housing ProviderIHousing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (state and local government grantees). Section 3. Nondiscrimination in Housing. The Housing Provider shall not discriminate on the basis of race, creed, religion, color, age, sex, marital status, familial status, national origin, or handicap in the award application process for eligible housing. Section 4. Provisions Applicable to Non-Profit Housing Providers In addition to complying with all the foregoing provisions in Sections 1, 2 and 3 above, if the Housing Provider is a non-profit entity, it shall comply with the following: Uniform Relocation Assistance and Real Property Acquisition Policies Act of These policies provide for displacement, relocation assistance, and real property acquisition as defined by 42 U.S.C (URA) (42 U.S.C. 4601), and implementing regulations issued by the Department of Transportation at 49 CFR part 24 and section 104(d) of the Housing and Community Development Act of 1974 (42 U.S.C. 5304(d)). 24 CFR Part 84 and OMB Circular A Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Non-Profit

124 Organizations. These regulations include the Conflict of Interest provision under 24 CFR and 570 as it applies to procurement. OMB Circular A-122 -The regulations that identify cost principals for nonprofits. OMB Circular A The regulations concerning annual audits. Section 5. Public Records and Reporting. The Housing Provider shall assist the City in complying with any public records requests to the City related to or connected with this Agreement. The Housing Provider shall provide quarterly reports and an annual report with information on the Project detailing the information for applicable federal, state and local programs, including, but not limited to the number of households served by income category, age, family size, race, and data regarding any special needs populations. Also, such reports shall contain information concerning support services available to the residents of affordable housing provided by local programs. ARTICLE XI. PROPERTY STANDARDS Section 1. Housing Construction Standards. All housing rehabilitation and construction work using NSP Funds shall meet all applicable state and local construction codes (including but not limited to the Florida Building Code or Housing and Community Development Division Rehabilitation Standards and zoning ordinances at the time of Project completion.. All NSP Unit housing shall meet the accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and shall also meet the design and construction requirements at 24 CFR , which implement the Fair Housing Act (42 U.S.C ). Housing Provider shall promptly correct all cited code violations and avoid any fines or assessments or related liens to be imposed on the Project property. The Housing Provider shall maintain the NSP Unit housing in compliance with allapplicable state and City of Tampa housing quality standards and code requirements for the duration of the Eligibility Period. The Housing Provider is responsible for maintenance, repair and upkeep of each NSP Unit. City reserves the right to inspect the NSP Unit(s) for compliance with the standards listed above at Certification of Occupancy. All contractors must adhere to the HCD ENERGY EFFICIENCY MEASURES (REHAB & NFILL) and follow Sustainability practices for demolition/deconstruction, the use of recycled materials and, the use of additional energy savings designs, systems or equipment. Section 2. Environmental Conditions and Historic Preservation. Air and Water The Housing Provider agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: Clean Air Act, 42 U.S.C., 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. Flood Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Housing Provider shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained

125 and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). Historic Preservation The Housing Provider agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Section 3. Lead Paint Hazards. The Housing Provider will comply with HUD's key requirements for all rehabilitation projects. The Housing Provider will perform all housing rehabilitation activities in compliance with the Lead Safe Housing Rule, 24 CFR 35, unless the property was constructed on or after January 1, 1978 or for any rehabilitation that does not disturb a painted surface. For rehabilitation activity on pre-1978 units that disturbs a painted surface, the following provisions shall apply: Lead-Based Paint The Housing Provider agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR , and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of leadbased paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead-based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. Paint testing. The Housing Provider shall either perform paint testing on the painted surfaces to be disturbed or replaced during rehabilitation activities, or presume that all these painted surfaces are coated with lead-based paint. Residential property receivinp an average of up to and including $5,000 per unit in Federal rehabilitation assistance. (1) Conduct paint testing or presume the presence of leadbased paint. If paint testing indicates that the painted surfaces are not coated with lead-based paint, safe work practices and clearance are not required. (2) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed. (3) After completion of any rehabilitation disturbing painted surfaces, perform a clearance examination of the worksite(s) in accordance with Sec Clearance is not required if rehabilitation did not disturb painted surfaces of a total area more than that set forth in Sec (d). Residential property receiving an average of more than $5,000 and UP to and including $25,000 per unit in Federal rehabilitation assistance. (I) Conduct paint testing or presume the presence of lead-based paint. (2) Perform a risk assessment in the dwelling units receiving 11

126 Federal assistance, in common areas servicing those units, and exterior painted surfaces, in accordance with Sec (b), before rehabilitation begins. (3) Perform interim controls in accordance with Sec of all lead-based paint hazards identified. (4) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed and is known or presumed to be lead-based paint. Communication with residents. The Housing Provider must ensure that eligible buyers receive, upon the completion of any lead hazard reduction work and prior to the sale of the NSP Unit, a Notice of Lead Hazard Reduction. ARTICLE XII. EQUAL EMPLOYMENT OPPORTUNITY; WOMEN AND MINORITY BUSINESS ENTERPRISES The Housing Provider shall comply with the City of Tampa Code of Ordinances Chapter 26.5 Part 11, regarding Equal Employment Opportunity and Affirmative Action. ARTICLE XIII. CONFLICT OF INTEREST The Housing Provider represents and warrants that no member of, or Delegate to, the Congress of the United States has been or shall be admitted to any share or part of this contract or to any benefit to arise from the same. The Housing Provider represents and warrants that no member of the governing body of the locality in which the project is situated, and no other public official of such locality or localities who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision-making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. The Housing Provider represents and warrants that no person who is an employee, agent, consultant, officer, or elected or appointed official of the Housing Provider and who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. ARTICLE XIV. PROJECT PUBLICITY Any news release or other type of publicity pertaining to the work performed pursuant to this Agreement shall recognize the City as a participant. ARTICLE XV. MARKETING NSP UNITS

127 The Housing Provider has primary responsibility to market available NSP Units. The Housing Provider shall afirmatively and aggressively market any NSP Unit available for purchase without regard to race, color, national origin, sex, religion, familial status or disability. The Housing Provider, in soliciting potential homebuyers, shall do the following: Use the Equal Housing Opportunity logo in all advertising; Display a Fair Housing poster in the sales office; Where appropriate, advertise using media likely to reach persons least likely to apply for the housing such as minority outlets and newspapers. Maintain files of the affirmative marketing activities for five (5) years and provide access thereto to City Staff Verify all information concerning NSP applicants or household members, which may be obtained from any source by the Housing Provider, or its assignees or designees. All potential NSP Unit home buyers will be required to complete an HCD approved Homebuyer Education class prior to closing. Potential NSP Unit home buyers must be income qualified by HCD as having household income at or below 120% AM1 as required by NSP regulations. ARTICLE XVI. MAINTENANCE OF RECORDS Housing Provider shall maintain such records and accounts, including program records, project records; financial records; program administration records; equal opportunity and fair housing records; Women and Minority Business Enterprise (WMBE) records; income determination/eligibility records; records supporting exceptions to the conflict of interest prohibition; and any other records as are deemed necessary by the City to assure a proper accounting and monitoring of all NSP Funds. Failure to or improper maintenance of records as required under this Article shall de a default under this Agreement and provide grounds for termination of the same. With respect to all matters covered by this Agreement, records will be made available for examination, audit, inspection or copying purposes at any time during normal business hours and as often as the City may require. Housing Provider will permit same to be examined and excerpts or transcriptions made or duplicated from such records, and audits made of all contracts, invoices, materials, records of personnel and of employment and other data relating to all matters covered by this Agreement. The City's right of inspection and audit shall be in addition to any rights to inspection or audit by another agency, whether local or State. The Housing Provider shall retain all records and supporting documentation applicable to this Agreement for the most recent five-(5) year period, except as provided below:

128 (a) (b) (c) Records shall be retained for five (5) years after the project completion date; except that records of individual income verifications, and project inspections must be retained for the most recent five (5) year period, until five (5) years after the eligibility period terminates. Written agreements shall be retained for five (5) years after the agreement terminates. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the required period, whichever is later. ARTICLE XVII. AUDIT/FINANCIAL STATEMENT REQUIREMENTS During the term of this Agreement, Housing Provider shall provide the City with its annual audit or financial statement within ninety (90) days of the end of each operating year. Said audittfinancial statement shall be prepared by an actively licensed certified public accountant. Non-Profit organizations must provide audited financial statements as requested. ARTICLE XVIII. NEGATION OF AGENT OR EMPLOYEE STATUS The Housing Provider acknowledges and represents that it is an independent agent, and nothing contained herein shall in any way be construed to constitute or define the Housing Provider or any of its assistants, representatives, agents, subagents, employees, contractors, partners, affiliates, holding companies or subsidiaries to be representatives, agents, subagents, or employees of the City. The Housing Provider acknowledges that the City is not required to withhold any federal income tax, social security tax, state and local tax, or to secure workers' compensation insurance or employers' liability insurance of any kind, or to take any other action with respect to such insurance or taxes on behalf of the Housing Provider, or its assistant(s), representatives, agents, subagents, employees or contractors. In no event and under no circumstances shall any provision of this Agreement make the City liable to any person or entity that contracts with or that provides goods or services to Housing Provider in connection with services that the Housing Provider has agreed to perform hereunder or otherwise, or for any debts or claims of any nature accruing to any person or entity against Housing Provider. There is no contractual relationship or third party relationship, either express or implied, between the City and any person or entity supplying any work, labor, services, goods or materials to Housing Provider as a result of this Agreement. ARTICLE XIX. SUBCONTRACTS Housing Provider shall conduct and supervise all work pursuant to this Agreement. If any part of the work is assigned or subcontracted, it shall not in any way affect the provisions of this Agreement and Housing Provider remains at all times responsible for the work of subordinates, subcontractors and or assigns unless expressly released from such responsibility by the City. Housing Provider may subcontract the rehabilitation of NSP Units to properly licensed

129 and insured contractors as approved by the City. Any substitution of contractors must be reviewed and approved by HCD staff. Davis Bacon. The Housing Provider/Housing Provider agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Housing Provider agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Housing Provider shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request. The Housing Provider agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2, for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1, 3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Housing Provider of its obligation, if any, to require payment of the higher wage. The Housing Provider shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. ARTICLE XX. INDEMNIFICATION The Housing Provider shall defend, hold harmless and indemnify the City from and against any and all liability, injury, loss, claims, damages, costs, reasonable attorneys' fees and expenses of whatever kind or nature which the City may sustain, suffer or incur or be required to pay by reason of: (c) The loss of any monies paid to Housing Provider; Fraud, defalcation or dishonesty on the part of any person representing, employed by, contracted or subcontracted by Housing Provider; Any act, omission, wrongdoing, misconduct, want of care or skill, negligence or default on the part of Housing Provider or any of its contractors, subcontractors, sub-subcontractors, material men, suppliers and laborers in the performance of this Agreement or the operation of the Project; or The indemnity hereunder shall survive termination of the Agreement. In the event that any action, suit or proceeding is brought against the City upon any claim related to or arising out of this Agreement or the Project, or any other matter indemnified against, the City at once shall give notice in writing thereof to Housing Provider in the manner provided for notices in this Agreement. ARTICLE XXI. INSURANCE

130 A. The Housing Provider shall, during the period of this Agreement and as to all operations involving the Project provide, pay for and maintain with companies satisfactory to the City, the types of insurance described below in this Article. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. Such insurance shall be primary coverage to the City who shall be named as an additional insured as to all applicable coverages, including general liability policies, and shall contain a cross-liability or severability of interest clause. The insurance coverage and limits required must be evidenced by properly executed certificates of insurance on forms furnished by or acceptable to the City. The authorized representative of the insurance company shown on the certificate must personally manually sign each certificate. The Housing Provider shall submit a copy of the certificate(s) to the City of Tampa Housing and Community Development Division, 2105 North Nebraska Avenue, Tampa, Florida 33602, within thirty (30) days of the effective date of this Agreement. In the event the Housing Provider fails to submit the certificate(s) verifying the minimum coverage's and amounts specified herein, the City, at its own discretion, may withhold payment of NSP Funds until such time as the certificate(s) islare received by the City's Housing and Community Development Division. B. Thirty (30) days written notice shall be given to the City of any cancellations, intent not to renew, or reduction in the policy coverage, except in the application of the aggregate liability limits provisions. Should any aggregate limit of liability coverage be reduced, it shall be immediately increased back to the limit required by this Agreement. The Housing Provider shall be responsible for any deductibles under its policies. The Housing Provider shall ensure that all of its contractors and subcontractors carry adequate types and limits of insurance and provide proof of the same to the City upon demand. C. The required coverages are as follows: Workers' Compensation and Employers' Liability Insurance shall be provided for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amount of the employers' liability insurance shall not be less than $100, each accident, $500, disease aggregate, and $100, disease each employee. Commercial General Liability Insurance shall be written on IS0 occurrence form CG 00 01, or substitute form providing equivalent coverage, with a minimum limit of $600, each occurrence. Such policy shall include the City as an additional insured and shall cover liability arising from premises and operations, independent contractors, products and completed operations, personal and advertising injury, and liability assumed under this Agreement. Completed operations liability coverage shall be maintained for a minimum of one-year following completion of the work. Automobile Liability Insurance shall be maintained in accordance with the laws of the State of Florida as to the ownership, maintenance, and use of all owned, non-owned, or hired vehicles used concerning this Agreement. The minimum limit shall be $500, bodily injury and property damage combined single limit each accident. Property Insurance. Housing Provider shall provide hazard insurance as required for fire for the full value of the property, and shall cause the City to be named as the beneficiary 16

131 relative to its interest and its loan position on the property for the full term of the Eligibility Period. (e) Flood Insurance. The Housing Provider agrees that, in accordance with Section 202 (a) of the Flood Disaster Protection Act of 1973 (42 U.S.C ) the use of any funds provided under this part for acquisition or construction (including housing rehabilitation) purposes in special flood areas shall be subject to the mandatory purchase of flood insurance requirements of Section 102 (a) of said Act (42 U.S.C. 4021a). The Housing Provider shall provide flood insurance for the full value of the property as required by said laws. ARTICLE XXII. RELIGIOUS ORGANIZATIONS The Housing Provider shall not provide NSP Funds to primarily religious organizations, such as churches, for any activity including secular activities. In addition, the Housing Provider shall not use NSP Funds to rehabilitate housing owned by primarily religious organizations or to assist primarily religious organizations in acquiring housing. ARTICLE XXIII. SURVIVAL All provisions of this Agreement intended to survive or to be performed subsequent to the end of the period of this Agreement shall survive the termination of this Agreement. ARTICLE XXIV. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. ARTICLE XXV. HEADINGS All article and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof. ARTICLE XXVI. VENUE This Agreement shall be construed under the laws of the State of Florida. Venue shall be in Hillsborough County, Florida. ARTICLE XXII. WAIVER OF JURY TRIAL In the event any legal proceedings arise out of this Agreement, Housing Provider waives any and all right it may have to a jury trial. ARTICLE XXVIII. ESTOPPELIWAIVER The failure of the City to enforce any term or condition of this Agreement shall not constitute a waiver of subsequent non-performance or default or estoppel of any subsequent enforcement of violations of this Agreement. 17

132 ARTICLE XXIX. MERGER CLAUSE This Agreement together with the Schedules and Exhibits hereto sets forth the entire agreement between the parties and there are no promises or understandings other than those stated herein. It is further agreed that no modification, amendment or alteration of this Agreement shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. The Exhibits and Schedules to this Agreement will be deemed to be incorporated by reference as though set forth in full herein. In the event of a conflict or inconsistency between this Agreement and the provisions in the incorporated Schedules and Exhibits, then this the Schedules and Exhibits shall prevail. ARTICLE XXX. NOTICE AND GENERAL CONDITIONS All notices which may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service or by certified mail return receipt requested addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by mail, on the date of actual receipt, whichever is applicable to the mode of delivery. Where facsimile or e- mail notices are given, they shall be deemed received on the date of sending. Citv of Tampa City of Tampa Division of Housing and Community Development Attn: Manager North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon. W est(itampagov.net Housing Provider Florida Home Partnership, Inc. Attn: Earl Pfeifer '~ Ave NE, Suite H P.O. Box 760 Ruskin, FL Tel: x242 Fax: Earl@,Flhome.org

133 ARTICLE XXXI. TERMS Capitalized terms contained herein shall have the definition assigned. Capitalized terms contained herein that do not have the definition assigned shall have the meaning assigned in the applicable local, state or federal regulations. ARTICLE XXXII. SUBORDINATION This Agreement is not and shall not be subject and subordinate in any respect to the liens, terms, covenants and conditions of the mortgage and other agreements securing the Senior Lender notes or other obligations without previous written consent from the City. IN WITNESS HERETO, the parties herein have caused this Agreement to be executed at the place and on the day specified hereinabove. ATTEST: CITY OF TAMPA SHIRLEY FOXX-KNOWLES, CITY CLERK State of Florida County of Hillsborough BY: PAM IORIO, MAYOR The foregoing instrument was acknowledged before me this day of > 2009, by the Honorable PAM IOR10, Mayor of the City of Tampa, and on behalf of the City of Tampa, who is personally known to me. Seal : Signature of NOTARY PUBLIC State of Florida at Large APPROVED AS TO FORM BY: Assistant City Attorney

134 Witnesses: Signature Housing Provider, Florida Home Partnership, Inc. a Florida corporation By: Name: Title: Name typed or printed Signature Name typed or printed State of Florida County of SS: The foregoing instrument was acknowledged before me this day of, 2009 by, President of, a Florida corporation, who is personally known to me or has provided Florida Driver License as identification. Signature of person taking acknowledgment Name of acknowledger typed, printed or stamped NOTARY PUBLIC State of Florida Serial number (if any): My Commission ~ xses:

135 SCHEDULE "A" Section 1. Real Property Identified Target Neighborhood Affected: (Sulphur Springs, North Tampa Community, University Square and Old West Tampa) Property #I Sites to be determined. Folio Number: Street Address: Legal Description: [Together with other as yet unidentified acquisition candidates] Section 2. Scope of Work Housing Provider shall utilize NSP funding to acquire and rehabilitate a minimum total of 18 units. ~i of the units must be located within NSP target neighborhoods. The following is a specific breakdown of the NSP target neighborhood, funding amounts and number of units to be provided by the Housing Provider. Once rehabilitation is complete, the units will be sold to NSP qualified homebuyers. I Sulphur SpringsDJorth Tampa ] 15 Units ( $1,500,000 Community/University Square Old West Tam~a 3 Units $ 300,000 Section 3. Step 1: Schedule Execution of this Agreement Step 2: If not already accomplished, Housing Provider locates and identifies the Project property or properties (hereafter the "Project Property"), whether singular or plural) no later than nine (9) months after execution of this Agreement. If the Project Property has been identified, Housing Provider will proceed to Step 3. Step 3: Housing Provider shall submit to the City of Tampa's Division of Housing and Community Development Department (HCD) and the Real Estate Department (RED) all relevant information about the proposed Project Property it seeks to acquire, including but not limited to the total project cost, property acquisition price and the estimated costs of rehabilitation, repair or other improvements, Project financials and any other information or documentation needed to establish that the acquisition meets NSP requirements and objectives. Step 4: The City, through, HCD and RED shall review the information provided by the Housing Provider and perform a cost reasonableness assessment and project underwriting analysis, after which, in its sole discretion, shall either approve or reject the proposed Project Property acquisition. If approved, Schedule " A shall be amended or supplemented as needed to 2 1

136 describe the Project Property by legal description, folio number and address and a work estimate will be completed and made part of the supplement or amendment. The acquisition price and work estimates shall not exceed the funding commitment in this Agreement and be consistent with the amounts budgeted for acquisition and rehabilitation in this Schedule. If rejected, Housing Provider may locate and identify an alternate proposed property so long as the nine (9) month deadline has not expired. Otherwise, this Agreement shall be deemed terminated and the parties shall have no further obligations. Step 5: Once a proposed Project Property is approved by the City, Housing Provider shall enter into Contract(s) for Sale and Purchase (the "Contract") with the seller of the property. Such Contract(s) shall include a provision permitting the assignment to the City of all rights bestowed by the contract. Step 6: Closing shall be scheduled as soon as possible after the Contract is executed. At closing, the City shall disburse funds not to exceed the budgeted amount for acquisition to acquire the Project property, provided that the Housing Provider executes and delivers to the City a Note and Mortgage creating a first lien priority over the Project property.(see Composite Exhibit "B") and an executed LURA. Step 7: No later than ninety (90) days after closing, the Housing Provider shall submit rehabilitation plans and work cost write-ups for the Project Property acquired for HCD's consideration. HCD may approve or reject such plans at its sole discretion. Plans must comply with the regulations and standards established in this Agreement. If approved, the Housing Provider shall then obtain all necessary permits and approvals from the City's Construction Sewices Department and any other appropriate authority. If rejected, Housing Provider shall amend its plans to comply with the demands of HCD before acquiring permits. Step 8: Rehabilitation work in accordance with approved plans and permits shall begin immediately upon receiving the permits and shall be completed no later than one hundred and twenty (120) days from the date the permits were issued or plans approved. At the conclusion of the rehabilitation work, the Housing Provider shall deliver to HCD adequate proof that a Certificate of Occupancy ("C.O.") for the Project property has been issued by the proper authority or, in the event a C.O. is not applicable or required, request an inspection from HCD to confirm and verify that all work required under this Schedule, the plans and/or permits has been satisfactorily completed.. Step 9: City will reimburse the Housing Provider its NSP housing delivery costs (defined as: insurance, taxes, lawn maintenance, and security), and other HCD approved costs for ninety (90) days after the C.O. is issued. Housing Provider shall have all NSP Units sold to income qualified persons and shall have all NSP funding fully expended no later than six months after the C.O. is issued (the "Completion Date").Housing Delivery costs will not be reimbursed after the expiration of the first ninety days, after which all costs will be the responsibility of the Housing Provider. Step 10: Throughout the Eligibility Period, Housing Provider, its successors, assigns and transferees shall maintain the NSP Unit(s) in compliance with the standards and regulations contained in this Agreement.

137 Section 4. Property Maintenance. Housing Provider is responsible for performing all property maintenance of Project Property and NSP Units while actively rehabilitating the property until sold. Eligible expenses will be reimbursed until such time a C.O. is issued or HCD has verified completion and has accepted the Project work, and for 90 days thereafter. Theft of items from the property, or damage to the property will be the responsibility of the Housing Provider until sold to eligible buyer. Section 5. Budget and Reimbursements. Acquisition, rehabilitation and/or construction costs funded by this Agreement shall be apportioned generally as per the Project Budget and Reimbursement Form but may be amended or supplemented as the work progresses. Housing Provider shall apply for reimbursements using the Project Budget and Reimbursement Form. Section 6. Reporting. During the term of this agreement, the Housing Provider shall provide HCD with quarterly reports in the form provided below. I. Reporting Period (Please check one) CITY OF TAMPA QUARTERLY REPORT October 1 - December 3 1 [7 April 1 -June 30 January I - March 30 July I - September Project Eligibility Activities Benefiting Low and Moderate Income (LMI) Persons / Households Area-Wide Basis Limited Clientele Housing Activities 0 Job CreationIRet # LMI Beneficiaries Proposed # LMI Actual Beneficiaries To Date 111. Race 1 Ethnicitv Reporting Total Persons/Households Assisted Oct-Dec Jan-Mar Apr-Jun Jul-Sep Total 1 >80% of Median I >50% to <=go% of Median >30% to <=50% of Median <=30% of Median

138 -. Hbpan ic.. i.em) A B'hite BlackIAfrican American Asian American IndianIAlaskan Native Native HawaiianIPacific Islander American IndianIAlaska Native Am IndianIAlas Nat & White Asian & White Black & White Am IndianIAlas Nat & Black Other Multi-Racial IV. Description of Project V. Description of Accomplishments Achieved Durinc report in^ Period VI. Certification It is hereby certified by the Housing Provider that the project facilities, funded in whole or in part by federal NSP funds, continue to be used for the approved activity, continue to meet the specified national objective, and continue to serve the number of beneficiaries originally intended in the project application or amended application, if applicable. Housing Provider Certification - - Signature: Typed Name and Title: Date: End of Schedule A

139 ATTACHEMENT 1 TO SCHEDULE "A" PROJECT BUDGET AND REIMBURSEMENT FORM Submit To: Housing and Community Development; 2105 N. Nebraska Avenue; Tampa, Florida Housing Provider: Florida Home Partnership PROPERTY ADDRESS APPROVED BUDGET INVOICED/ SPENT TO DATE CURRENT I INVOICE REMAINING BUDGET Acquisition $900,000 Rehabilitation Total NSP Budget! Match Payable To: Address: Authorized Signature: (Attach Supporting Invoices, Receipts and Supporting Documents)

140 Exhibit "A" This instrument prepared by and returned to: City of Tampa Housing & Community Development Division N. Nebraska Avenue Tampa, FL Folio: ClTY OF TAMPA MORTGAGE TO SECURE AN NSP LOAN AGREEMENT, hereinafter, and if more than one party jointly and severally, called "Borrower", having its address at in the City of Tampa, County of Hillsborough, and State of Florida, and the ClTY OF TAMPA, a municipal corporation organized and existing under the laws of the State of Florida, whose principal address is 315 E. Kennedy Boulevard, Tampa, Florida 33602, its successors, agents or assigns hereinafter called "Lender". WITNESSETH: This Mortgage is made on or as of this - day of, 200- between the Lender and Borrower to evidence and secure the payment of ($0,000.00) Dollars, with interest thereon, which shall be payable in accordance with that certain NSP Loan Deferred Payment Promissory Note of even date herewith, a copy of which is attached hereto ( the "Note"), and any and all other indebtedness and obligations of the Borrower pursuant to the provisions of the Note and this Mortgage, and the underlying Neighborhood Stabilization Program Loan Agreement for the Provision of Moderate Income Home ownership Housing dated, 200-, a copy of which is attached hereto (the "NSP Loan Agreement"), in consideration of which the Borrower(s) hereby grant(s), convey(s) and mortgage(s) to the Lender: ALL THAT certain lot, piece or parcel of land situated in the City of Tampa, County of Hillsborough and State of Florida, bounded and described as follows (and hereafter referred to as the "Property"): Street Address: Legal Description: TOGETHER with all the improvements now or hereafter effected on the Property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and

141 profits, water rights, and water stock, and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, and TOGETHER with any and all awards now or hereafter made for the taking of the Property mortgaged hereby, or any part thereof (including any easement) by the exercise of the power of eminent domain, including any award for change of grade or location of any street or other roadway, which awards are hereby assigned to the Lender and are deemed a part of the Property mortgaged hereby; and the Lender is hereby authorized to collect and receive the proceeds of such awards, to give proper receipts and acquittances therefore, and to apply the same toward the payment of indebtedness secured by this Mortgage, notwithstanding the fact that the amount thereon may not then be due and payable; and TOGETHER with all rights, title and interest of the Borrower in and to the land lying in the streets, roads, or alleys adjoining to the above-described land. All the above described land, buildings, other structures, fixtures, articles of personal Property, awards and other rights and interests being hereinafter collectively referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the Mortgaged Property and every part thereof unto the Lender, its successors and assigns forever for the purposes and uses herein set forth, and the Borrower further covenants and agrees with the Lender, as follows: 1. PAYMENT OF PRINCIPAL AND INTEREST. The Borrower shall promptly pay any and all principal and interest on the indebtedness evidenced by the Note and all other charges and indebtedness provided therein and in this Mortgage, at the times and in the manner provided in the Note and in this Mortgage. 2. TAXES, ASSESSMENTS AND LIENS. The Borrower shall pay when due all taxes, assessments, or other governmental charges, fines and impositions, of every kind and nature whatsoever, now or hereafter imposed on the Mortgaged Property, or any part thereof, and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 3. PURPOSE OF LOAN. This Mortgage and the attached Note were executed and delivered to evidence and secure monies advanced (or to be advanced) to the Borrower by the Lender for the purpose of acquiring, constructing new or rehabilitating existing housing ("lmprovements"), and otherwise providing moderate income home ownership housing at the Mortgaged Property. The Borrower shall make or cause all lmprovements to be made in accordance with that certain NSP Loan Agreement attached hereto as Exhibit 1 to the Mortgage.

142 4. USE AND MAINTENANCE. Borrower will not make, permit, or suffer any alteration of or addition to any building structure or improvement which may hereafter be erected or installed upon the Mortgaged Property, or any part thereof (except the Improvements required to be made pursuant to the NSP Loan Agreement), nor will the Borrower use, or permit or suffer the use of, any of the Mortgaged Property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of the Lender. The Borrower will maintain the Mortgaged Property in good condition and state of repair and will not suffer or permit any waste to any part thereof. 5. CHARGES AND LIENS The Borrower will not voluntarily or involuntarily create, or permit or suffer to be created or to exist, on or against the Mortgaged Property, or any part thereof, any lien superior to the lien of this Mortgage, exclusive of the lien or liens to which this Mortgage is expressly subject and subordinate, and will keep and maintain the same free from the claims of all parties supplying labor and/or materials used in the construction or installation of the Improvements. 6. NOTICE OF CONVEYANCE, FIRE OR CASUALTY The Borrower will give immediate notice by registered or certified mail to the Lender of any fire, damage or other casualty affecting the Mortgaged Property, or of any conveyance, transfer or change in ownership of such Property, or any part thereof. 7. COVERAGE OF INSURANCE POLICIES. (a) The Borrower will keep the Mortgaged Property, including structures and equipment, now existing or which may hereafter be erected or installed on Mortgaged Property, insured against loss by fire and other such hazards, casualties and contingencies in such amounts and manner and for such period as may be required by the Lender; and all such insurance policies must include standard fire, flood if applicable and extended coverage in amounts not less than full insurable value. All such insurance shall be carried by companies approved by the Lender. All policies shall have attached thereto loss payable clauses in favor of the Lender and any other party(ies) identified or requested by the Lender. All such policies and attachments thereto shall be delivered promptly to the Lender, unless they are required to be delivered to the holder of a lien, or a mortgage, or similar instrument to which this Mortgage is expressly subject, in which latter event, certificates thereof in a form satisfactory to the Lender shall be delivered promptly to the Lender. The Borrower will pay promptly when due any and all premiums on such insurance. If premium payments are not made from funds escrowed for that purpose under the terms of this Mortgage or the Note secured hereby, Borrower will submit promptly after payment to the Lender receipts or other evidence of such payment as shall be satisfactory to the Lender for examination and verification. Lender has the right, but not the obligation, to pay any unpaid insurance premiums or, in the event the

143 Borrower fails to obtain or allows a policy to lapse, to obtain and place such insurance coverages on the Mortgaged Property as are required by this Section and any such payments shall be secured by the Lien of this mortgage and bear interest at 12% per annum from the date so paid, but no such payment by the Lender shall be deemed a waiver of the Lender's right to declare the principal sum due and payable by reason of the Borrower's default or failure to perform as required under this Section. (b) In the event of loss or damage to the Mortgaged Property, the Borrower will give to the Lender immediate notice, and the Lender may make and file proof of loss if not otherwise made promptly by or on behalf of the Borrower. Unless Borrower and lender otherwise agree in writing, insurance proceeds shall be applied to restoration or repair, provided such restoration or repair is economically feasible and the security of this Mortgage is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Mortgage would be impaired, the insurance proceeds shall be applied to the sums secured by this Mortgage with the excess, if any, paid to Borrower. If the Mortgaged Property is abandoned by Borrower, or if Borrower fails to respond to Lender within 30 days from the date notice is mailed by Lender to Borrower that the insurance carrier offers to settle a claim for insurance benefits, Lender is authorized to collect and apply the insurance proceeds, at Lender's discretion and option, either towards restoration, repair of the Mortgaged Property, or to the reduction (in whole or in part) of the sums secured by this Mortgage. In the event of foreclosure of this Mortgage, or of any transfer of title to the Mortgaged Property in extinguishment of such indebtedness, all right, title and interest of the Borrower in and to every such insurance policy then in effect, subject to the rights and interest of the holder of any such prior lien, shall pass to the grantee acquiring title to the mortgaged Property together with such policy and appropriate assignment of such right, title, and interest which shall be made by the Borrower. 8. TAXES. In order to protect more fully the security of this Mortgage, the Borrower shall promptly submit to the Lender upon request, or to Lender's designated agent, the Hillsborough County Tax Invoice for the Mortgaged Property. Such invoice shall either show that no taxes are due or be accompanied by a receipt or other documentation showing taxes have been paid in full in a timely fashion. 9. COMPLIANCE WITH LAWS The Improvements and all plans and specifications therefore, as well as the operation and provision of services at the Mortgaged Property, shall comply with all applicable state, federal and municipal statutes, ordinances, regulations and rules made or promulgated with lawful authority. 10. FUNDING OF ACQUISITION AND IMPROVEMENTS. Lender has agreed to fund the acquisition of the Mortgaged Property and whatever construction or rehabilitation may be needed to provide the moderate income home ownership units detailed in the NSP Loan Agreement. Disbursements will be made from time to time as Borrower acquires the Mortgaged Property and performs the necessary work as set forth in Schedule "A" to the NSP Loan Agreement. It is a precondition to any disbursement that the Lender inspect the work for compliance with the requirements of

144 the NSP Loan Agreement. Any and all inspection will be made solely for the benefit and protection of the Lender and not for or on behalf of any third party. 11. PROTECTION OF LENDER'S SECURITY. No construction or rehabilitation work shall commence at the Mortgaged Property, nor shall any materials be furnished at the Mortgaged Property until this Mortgage and a Notice of Commencement has been recorded in the Public Records of Hillsborough County, Florida. This Mortgage shall be recorded prior to the recording of any Notice of Commencement. If Borrower fails to perform the covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender's interest in the Mortgaged Property, including, but not limited to eminent domain, insolvency, code enforcement proceedings, or arrangements or proceedings involving a bankruptcy or decedent, then Lender at Lender's option, upon notice to Borrower, may make such appearances, disburse such sums, and take such action as is necessary to protect Lender's interest, including, but not limited to, disbursement of reasonable attorney's fees and entry upon the Property to make repairs. Any amounts disbursed by Lender pursuant to this paragraph with interest thereon at the rate of 12% per annum, shall become an additional indebtedness of Borrower secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall bear interest from the date of disbursement unless payment of interest at such time would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph shall require Lender to incur any expense or take any action hereunder. 12. LENDER INSPECTIONS. The Lender, or any of its employees, agents or representatives, shall have the right to inspect the Mortgaged Property at any reasonable hour of the day after acquisition. Should the Mortgaged Property, or any part thereof, require repair, care or attention, then, after notice as provided in Section 16 hereof to the Borrower, the Lender may enter or cause entry to be made upon the Mortgaged Property and repair, protect and maintain the said Property as the Lender may deem necessary. Any and all sums spent by Lender to accomplish the proper maintenance on the Mortgaged Property shall become due and payable as provided in Section AFTER-ACQUIRED PROPERTY. This Mortgage encumbers all real Property subsequently acquired by the Borrower in connection with the NSP Loan Agreement, as well as any additions, replacements, substitutions to or proceeds from the Mortgaged Property. Notwithstanding the foregoing, Borrower agrees to execute any new mortgage instrument, document, amendment or supplement to this Mortgage as the Lender may request at its discretion, to establish or protect its lien on any real Property acquired pursuant to the NSP Loan Agreement.

145 14. FUTURE ADVANCES. Lender, at its sole option, may elect to loan additional funds to the Borrower for purposes related to the NSP Loan Agreement such as cost overruns or the preservation of its security. This security instrument is created pursuant to s697.04, Florida Statutes, and secures future advances made by Lender within 20 years after the date of recording to the same extent as if they had been made on the date of this Mortgage but in no event shall the total indebtedness secured hereby exceed twice the face amount of the Note. 15. EVENT OF DEFAULT. An "Event of Default" will be the occurrence of any one of the following events, and upon such occurrence the Lender may, at Lender's option, declare all sums secured by this Mortgage to be immediately due and payable: (a) Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note or otherwise required by this Mortgage. (b) Nonperformance by the Borrower of any covenant, agreement, term, or condition of this Mortgage, the Note, the NSP Loan Agreement, or of any other agreement made by the Borrower with the Lender in connection with such indebtedness. (c) Failure of the Borrower to perform any covenant, agreement, term or condition in any instrument creating a lien upon the Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage if such superior encumbrance was approved by the Lender as provided in this Mortgage. This Event of Default shall be deemed an incurable default in the event that Lender first learns of such default or nonperformance upon service of a complaint or petition for judicial foreclosure instituted by the owner and holder of the superior mortgage. (d) The Lender's discovery of the Borrower's failure in any application of the Borrower to the Lender to disclose any fact deemed by the Lender to be material, or the making therein, or in any of the agreements entered into by the Borrower with the Lender (including, but not limited to, the Note and this Mortgage) of any misrepresentation by, on behalf of, or for the benefit of the Borrower. (e) Failure by the Borrower to submit promptly to the Lender or Lender's designated agent proof of payment of all insurance and taxes, as required herein. If Lender exercises the option to accelerate repayment, Lender shall mail Borrower's notice of acceleration in the manner provided in Sections 16 and 17 hereof. This Mortgage and the Note are cross-defaulted with all contracts between the Borrower and the Lender in connection with the NSP Loan Agreement. Any uncured default by the Borrower as to any one of those contracts is a default in all at the option of the Lender.

146 16. OPTIONS OF MORTGAGEE UPON EVENT OF DEFAULT. Upon the occurrence of a curable default, Lender, prior to acceleration, shall mail notice to the Borrower specifying the following information: (a) (b) (c) (d) The breach; The action required to cure said breach; A date not less than thirty (30) days from the date the notice is mailed to Borrower by which such breach must be cured; and That failure to cure such breach on or before the date specified in the notice may result in acceleration of all sums secured by this Mortgage, foreclosure by judicial proceedings, and sale of the Property. The notice shall further inform Borrower of the right to assert in the foreclosure proceeding the non-existence of a default, or any other defense Borrower has to acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice, Lender, at Lender's option, may declare all of the sums secured by this Mortgage to be immediately due and payable without further demand and may foreclose this Mortgage by judicial proceeding. Lender shall be entitled to collect in such proceedings all expenses of foreclosure, including, but not limited to, reasonable attorneys' fees and costs including but not limited to documentary evidence, abstract, title reports, and court costs. 17. NOTICES. All notices which may be given pursuant to this Mortgage shall be in writing and shall be delivered by personal service, , or by certified mail return-receipt requested, addressed to the parties at their respective addresses indicated below (as the same may be changed in writing from time to time). Such notice(s) shall be deemed given on the day on which personally served, or if by mail, on the date shown on the return receipt, whichever is applicable to the mode of delivery. Where facsimile or notices are given, they shall be deemed received on the date of sending. Citv of Tampa City of Tampa Division of Housing and Community Development Attn: Manager North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon.West@tampaaov.net Housina Provider

147 18. APPOINTMENT OF RECEIVER. The Lender in any action to foreclose this Mortgage may be entitled to have a receiver appointed by the Court as a matter of right and without regard to the value of the Mortgaged Property or the solvency of the Borrower or other parties liable for the payment of the Note and other indebtedness secured by this Mortgage. Said receiver shall enter upon, take possession of, and manage the Mortgaged Property, and will collect payments of the costs of management of the Mortgaged Property and collection of rents, including, but not limited to, receiver's fees, premiums on receiver's bonds, and reasonable attorney's fees, and then to the sums secured by this Mortgage. The receiver shall be liable to account only for those rents actually received. 19. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude or estop the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Mortgage. 20. ONE PARCEL. In case of a foreclosure sale of the Mortgaged Property, it may be sold in one parcel. 21. BORROWER'S COPY. Borrower shall be furnished a copy of the Note and of this Mortgage at the time of execution or after recordation thereof. 22. LAWFULLY SEIZED. The Borrower hereby represents that it is lawfully seized of the Mortgaged Property and has good right, full power, and awful authority to encumber, sell and convey the same in the manner above provided, and will warrant and defend the same to the Lender forever against the lawful claims and demands of any and all parties whatsoever. 23. BORROWER NOT RELEASED. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate to release in any manner the liability of the original Borrower and Borrower's successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the Original Borrower and Borrower's successors in interest.

148 21. CAPTIONS. The captions of this Mortgage are for convenience only and shall not be construed as defining or limiting the scope or intent of the provision hereof. 22. JOINT AND SEVERAL LIABILITY If Borrower, as defined herein, consists of two or more persons, each shall be jointly and severally liable and obligated under all covenants and provisions of this Mortgage and the Note secured hereby. IN WITNESS WHEREOF, this Mortgage has been duly signed and sealed by the Borrower on or as of the day and year first above written. Signed, sealed and delivered in the presence of: Borrower Witness Witness INDIVIDUAL ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF HILLSBOROUGH I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments personally appeared to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that executed the same for the purpose therein expressed. WITNESS my hand and official seal in the County and State last foresaid, this day of,20. NOTARY PUBLIC MY COMMISSION EXPIRES:

149 Exhibit "B" Return Instrument to: City of Tampa Mortgage Servicing 2105 N. Nebraska Avenue Tampa, FL Case Number: 0 Date: Amount: $0.00 Property Address: NSP LOAN DEFFERED PAYMENT PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned ( whether one or more hereafter referred to as "Borrower" ) promise to pay to the order of the City of Tampa, a municipal corporation of the State of Florida, herein referred to as the "Lender", its agents, successors, or assigns, the sum of ($0,000.00) Dollars. Payment on this Note is deferred so long as the Borrower complies with the obligation to provide affordable housing for the entire Affordability Period as specified and defined in that certain NSP Loan Agreement, a copy of which is attached to the Mortgage securing this Note. During the deferment period this Note will not accrue interest as long as the Borrower is not in default under the Note, Mortgage, or the NSP Loan Agreement. The City shall have the right to declare the amount of the total unpaid balance hereof to be due and forthwith payable upon the occurrence of any Event of Default (as defined in the Mortgage) or failure to perform in accordance with any of the covenants, terms and conditions in the Mortgage or the NSP Loan Agreement. Failure of the City to declare a default shall not constitute a waiver of such default. Upon default, this Note will accrue interest at 12% per annum from the date of such default, and if this Note is reduced to judgment, such judgment should bear interest at the highest rate permissible under applicable law. The Borrower has the right to prepay at any time all or any part of the principal amount of the Note without the payment of penalties or premiums. Any payment of this Note prior to default shall be applied to the principal due on the Note. If suit is instituted by the City to recover this Note, the Borrower agrees to pay all costs of such collection including reasonable attorneys' fees and court costs. This Note is secured by a Mortgage of even date duly filed in the Public Records of Hillsborough County, Florida. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned, as of the above date. BY:

150 HCD RESOLUTION NO c: 1 '1 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF TAMPA AND MOURER AND MOURER, INC., A FLORIDA CORPORATION, UNDER THE NEIGHBORHOOD STABILIZATION PROGRAM OF THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FOR A LOAN SECURED BY A MORTGAGE AND NOTE IN AN AMOUNT NOT TO EXCEED $1,115, TO ACQUIRE AND REHABILITATE FORECLOSED RESIDENTIAL PROPERTIES FOR THE PURPOSE OF CREATING AFFORDABLE HOME OWNERSHIP OPPORTUNITIES FOR MODERATE INCOME HOUSEHOLDS; AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERWDEPUTY CITY CLERK TO ATTEST TO SAID AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the U.S. Department of Housing and Urban Development ("HUD) has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title I11 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) (PL-I ); and WHEREAS, the City must use NSP funding for the provision of safe, decent and affordable housing to individuals and families of low and middle incomes as defined by HUD for housing programs that assist citizens earning at or below 120% of the Area Median Income (AMI); and WHEREAS, Mourer and Mourer, Inc., A Florida corporation (the "Housing Provider") desires to serve as an owner, sponsor and, through an affiliated entity, developer of affordable housing targeted to moderate income citizens within the jurisdictional boundaries of the City; and WHEREAS, the City has determined that the Housing Provider is a capable candidate to provide such housing and render services under the NSP and is willing to provide funding in an amount not to exceed $1.1 15, ("NSP Funds"); WHEREAS, all allowable expenses to be reimbursed under this Agreement not to exceed $1,1l5,OOO.OO will be paid from NSP Index Codes GBCISQAC ($557,500 -Acquisition) and GBC 1SQAD ($557,500 -Rehabilitation) (Federal Funds-NSP); and WHEREAS, required by the CDBG Regulations, 24 CFR 570, that before disbursing any NSP funds to any entity, the Participating Jurisdiction must enter into a written agreement (the "Agreement") with that entity; and WHEREAS, it is in the best interest of the City of Tampa to enter into this Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA: Section 1. That the Agreement between the City of Tampa and Mourer and Mourer, Inc. to provide funding for the acquisition and construction/rehabilitation of a minimum of I I affordable home ownership housing units in the Suluhur Springs, North Tamua Community, University Square and Old West Tamua neighborhoods, a copy of which is attached hereto, is approved in its entirety in substantially similar form.

151 Section 2. That the Mayor of the City of Tampa is authorized to execute and the City ClerkIDeputy City Clerk to attest and affix the Official Seal of the City of Tampa to said Agreement on behalf of the City. Section 3. That the proper officers of the City of Tampa are hereby authorized and empowered to do all things necessary and proper to carry out and make effective the terms and conditions of this Resolution and the Agreement. Section 4. That this Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA ON sv 1 9 3Q@ 1 L W L w ATTEST: CITY COUNCIL APPROVED AS TO LEGAL SUFFICIENCY: ASSISTANT CITY ATTORNEY

152 NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT Acquisition/Rehabilitation Affordable Low to Moderate Income Homeownership Program THIS NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT, ("Agreement") is entered into in Tampa, Florida, on 2009, by and between the City of Tampa, a municipal corporation organized and existing under the laws of the State of Florida, ("City"), and Mourer and Mourer, Inc. ("Housing Provider"). RECITALS WHEREAS, the U.S. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title I11 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) to be used for NSP objectives; and WHEREAS, under NSP, foreclosed or abandoned properties as defined by HUD regulations may be acquired for rehabilitation then made available for homeownership to households earning at or below 120% Area Median Income (AMI); and WHEREAS, the City may provide portions of its fund award to Housing Providers capable of fulfilling such NSP objectives; and WHEREAS, the Housing Provider desires to serve as developer of affordable housing targeted to moderate-income residents earning at or below 120% Area Median Income and located in any or all of the Sulphur Springs, Old West Tampa, North Tampa Community, or University Square NSP Target Neighborhoods (the "Target Neighborhoods); and WHEREAS, the Housing Provider is acceptable to the City to receive NSP funds to be used pursuant to the terms and conditions of this Agreement, which funds shall be secured by a deferred payment promissory note and mortgage. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, the parties hereto agree as follows: ARTICLE I. SCOPE Section 1. General Objectives. Housing Provider shall develop and market single family affordable housing (the "NSP Units") in the Target Neighborhoods. All acquisition, repair, or rehabilitation activities shall be performed within the time periods and in the manner specified in Schedule A, attached hereto and by reference made a part hereof (the "Project"). The Project may include housing units that are not NSP Units, but the Housing Provider shall complete no fewer than the number of NSP Units agreed to in Schedule A. Only the activities, costs and expenses detailed in Schedule A shall be funded under this Agreement.

153 Section 2. Identification of Property(ies). Housing Provider shall identify each parcel of real property it seeks to acquire for Project purposes. The property shall meet the definition of foreclosed or abandoned properties under the NSP program guidelines and the proposed purchase price must reflect a discount not less than 1% of the property's appraised market value. Section 3. Subsequently Acquired Properties. If at the time of execution of this Agreement, the real property(ies) that the Housing Provider intends to acquire has not been identified, or if additional real property to be included in the Project is acquired after execution of this Agreement, then Schedule A shall be supplemented or amended to include the specific description and location of such property as soon as it or they are identified by the Housing Provider. Such amendments or supplements to Schedule A shall not require approval from City Council as long as the total funding under this Agreement remains unchanged and the NSP objectives set forth in this Article I are met. (a) Execution of Note and Mortgage. The total amount funded under this Agreement shall be evidenced by an NSP Loan Deferred Payment Note secured by a Mortgage (hereafter referred to as the "Note" and "Mortgage") that shall encumber all real property acquired by the Housing Provider in furtherance of the Project, whether existing at the time of execution or acquired subsequently, and secure all obligations of the Housing Provider under this Agreement. Housing Provider agrees and covenants that it shall provide all information and execute all documents, security agreements, mortgages, amendments or supplements that the City may require, at the City's discretion, to create, perfect, or extend the mortgage liens to any and all Project properties. The Note and Mortgage shall be in essentially the same format as the form instruments attached hereto as Exhibits "A" and "B" respectively. (b) Project Work. Prior to the purchase of any property, or the commencement of repair or rehabilitation on property already owned by the Housing Provider, each property and function identified by the Housing Provider in Schedule "A" shall be reviewed and approved through the City's Housing and Community Development Division ("HCDW)with the assistance of the City's Real Estate Division or such other City departments or instrumentalities as may be deemed necessary by the City in its sole discretion.. The HCD review process will include a cost reasonableness determination and a project underwriting analysis. All Project work shall be completed in a satisfactory and proper manner in compliance with all local building codes, including the Florida Building Code, the Housing and Community Development Division's Rehabilitation Standards, and statutes and ordinances pertaining to the provision of housing that is decent, safe, sanitary, and fit for habitation. Such work shall be performed, except as otherwise stated herein, by persons or instrumentalities solely under the domain and control of the Housing Provider. Housing Provider shall have written agreements with all parties involved in a Project to establish responsibilities and ensure compliance with all applicable requirements. (c) Plans and Permits. The Housing Provider shall complete the repair or rehabilitation required by this Project in accordance with the plans, drawings and specification filed and approved for permit(s) and/or construction by all applicable authorities including HCD.

154 (dl Completion Date. The Housing Provider shall have all NSP Project funding fully expended and the NSP units occupied by eligible households before the completion date defined or established in Schedule A, Section 3, Step 9 hereto (hereafter the "Completion Date"). All potential homebuyers of the NSP funded properties must complete HCD approved Home Buyer Education Training, and be income qualified by HCD staff prior to closing. (e) Failure to Meet Completion Date; Default. In the event that the Housing Provider defaults under this Agreement by failing to complete and sell to qualified homebuyers the total number of NSP Units required in this Agreement by the Completion Date, the Housing Provider, in addition to any other remedy available to the City under this Agreement, will be required to repay the City the pro-rated portion of the NSP assistance for each NSP Unit not certified as completed by the Completion Date. The pro-rated, per unit NSP assistance shall be calculated as the total amount of NSP project allocation divided by the number of NSP set-aside units. In addition, the Housing Provider shall transfer any NSP Funds on hand at the time of said default and any accounts receivable attributable to the use of NSP Funds to the City for deposit in the Local NSP Trust Account. (f) Compliance Monitoring. The Housing Provider shall comply with such other terms and conditions, including record keeping and reports for program monitoring and evaluation purposes, as may be established for the purpose of carrying out the NSP program in an effective and efficient manner. Housing Provider and the City are jointly responsible to HUD for the collection, preparation and retention of such information, data or reports required by HUD under the NSP program and the Housing Provider shall fully cooperate and participate with the City in performing such functions. ARTICLE 11. FUNDING; CONTRACTUAL RESPONSIBILITIES Section 1. Funding. City agrees to provide funding in an amount not to exceed $],I 15,000.00, as provided in this Agreement, its Schedules, and Exhibits (including the related Note and Mortgage). Housing Provider shall use the funds solely for performance of the General Objectives as described in Article I and as specified in Schedule "A". Section 2. Fees. The City will allow and pay for fees that are normal and customary as part of the acquisition, and rehabilitation process as set forth in Schedule "A". The Housing Provider shall provide written documentation to the City of all fees and other related Project costs for review prior to approval. Section 3. Program Delivery Costs. Construction management fees, soft costs and other project-related costs associated with rehabilitation, and property management during the marketing period shall be considered "Program Delivery'' costs and shall be included in Schedule "A". Developer fees shall not exceed 12% of total Project costs and shall be paid from the sales proceeds at time of closing a sale to an eligible home buyer. Real Estate closing fees shall be paid at closing and will not exceed 6% of the sale price for each Housing Unit sold to an eligible home buyer. The City will not pay real estate commissions for abandoned or foreclosed properties acquired by the Housing Provider from mortgage lenders.

155 Section 4. Reimbursed Expenses. During the rehabilitation phase, Housing Provider may apply for periodic reimbursement from the City of all up-to-date expenses paid by the Housing Provider as provided in the Project Budget listed in Schedule A. These periodic reimbursement requests shall be limited to four applications with a minimum of ten percent (10%) held back for the last application, which shall only be made after a Certificate of Occupancy is issued. The City of Tampa will directly pay for, request and cause to be performed any appraisals, title search or examination, boundary surveys, and any required environmental reviews for each proposed project property and such expenses will not be reimbursed to the housing Provider.. Section 5. Sale of Property- Calculation of Sales Price. The sales price of each NSP Unit shall be in an amount equal to or less than the cost to acquire and redevelop or rehabilitate such home or property up to a decent, safe, and habitable condition. The maximum sales price for an NSP Unit shall be determined by aggregating all costs of acquisition, rehabilitation, and redevelopment (which includes related activity delivery costs which generally may include costs related to the sale of the property), or closing costs. The City will determine the final sales price of each NSP Unit prior to entering into a purchase and sale contract with an eligible buyer. ARTICLE 111. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall be effective on the last date of execution by a Party and be coterminous with the Eligibility Period, as said period is described below in this Agreement. Execution by the City shall be defined as signature by the Mayor and attestation by the City Clerk after authorization from City Council. ARTICLE IV. QUALIFICATION AS AFFORDABLE HOUSING For purposes of this agreement, the Housing Provider agrees and covenants that it shall comply with all income qualifications (individuals/families who's income does not exceed 120% AMI), eligibility requirements and affordability requirements of the NSP program as set forth in HER4 2008, as it may be amended from time to time, and the affordability requirements as specified in the City's Consolidated Plan as to the ownership of NSP Units during the term of this Agreement. Section 1. Income Determinations and Eligibility Requirements. The Housing Provider shall determine each NSP Unit homebuyer's eligibility by initially confirming that the homebuyer's annual income is in compliance with NSP program income limits. All NSP Units must be sold to moderate-income persons, (earning at or below 120% AMI). The total household income of any respective homebuyer will be determined and verified by the City for compliance with these income limits prior to closing and acquisition of title and meeting these eligibility requirements will be a condition to closing the sale. The City must confirm the income certification and/or qualification of each potential NSP assisted home buyer. Section 2. Affordability Period. The NSP Unit(s) shall be reserved for income qualified homeowners for fifteen (15) years (the "Affordability Period"). The Affordability Period shall begin to run from the date of title transfer to the first eligible homeowner as reflected by the recording date on the deed.. The City will annually monitor these 4

156 NSP Units for the entire Eligibility Period to verify compliance with income, affordability and Housing Quality Standards (HQS). Section 3. Use Restriction Covenants. No later than the date of closing on the purchase of any property where the Housing Provider will develop one or more NSP Unit, the Housing Provider shall execute and deliver a Land Use Restriction Agreement ("LURA") binding on its transferees, successors or assigns in favor of the City setting forth the affordability requirements and making compliance with the same covenants running with the land for a period of time equal to the Affordability Period. Section 4. RepaymentIRecapture of NSP Funds. In the event the Project, or any NSP Unit therein, does not meet the affordability requirements in this Agreement, the Housing Provider shall reimburse the City the amount of NSP Funds secured by the recorded NSP mortgage and note. The City shall recoup funds in accordance to HERA and deposit the recaptured funds in the City's NSP Trust Account to be used for other NSP eligible affordable housing activities at the discretion of the City. Section 5. Use of NSP Funds. The NSP Funds provided under this Agreement must meet the City's Consolidated Plan objectives and shall be used for the acquisition and rehabilitation of affordable housing for sale to individuals earning at or below 120% AMI. Section 6. Method of Fund Reimbursement - Documentation for Reimbursement Requests. City shall reimburse Housing Provider for all NSP eligible costs in accordance with the Budget and Reimbursement Form attached hereto The Housing Provider shall retain copies of invoices, canceled checks, or other documentation to establish that the work required under Schedule A has been completed and paid for by the Housing Provider and all such documentation shall be available to the City upon request. Requests for reimbursements, at the option of the City and as a condition precedent to reimbursement, shall be accompanied by an acknowledgement of payment and release of mechanic's lien executed by the contractor and any other subcontractor, laborer, supplier or material man who may be entitled to a claim on the Project Property. ARTICLE V. CANCELLATION OF AGREEMENT PRIOR TO FUNDING Except as otherwise provided herein, either party may cancel this Agreement at any time prior to any transfer of NSP Funds to the Housing Provider by providing the other party with a minimum of thirty (30) days advance written notice. ARTICLE VI. OBLIGATIONS SECURED BY MORTGAGE In addition to the monetary sums secured by the Note and Mortgage (Art. I, Sec. 2(b) above), all obligations of the Housing Provider under this Agreement, including but not limited to compliance with the affordability and eligibility requirements in Article IV hereof, shall be secured by the lien of that Mortgage and any default under this Agreement shall also be a default under that Mortgage.

157 ARTICLE VII. DEFAULT A default shall consist of any violation, whether by performance or omission, of any obligation or covenant created under this Agreement, or the Note, or Mortgage securing the obligations hereof, including but not limited to any use of NSP Funds for a purpose other than as authorized by this Agreement, applicable laws, noncompliance with NSP Program Requirements, or a misrepresentation in the application submission which, if known by City, would have resulted in NSP Funds not being provided. In addition, the Housing Provider will be in default of this Agreement, and the Note and Mortgage, if it defaults under an obligation secured by a lien that is superior to the City's, whether that lien encumbers the Project properties with or without the consent of the City. In the event of a curable default, the City shall provide Housing Provider with a Notice of Default describing the event(s) or act(s) of default and providing a reasonable period in which to cure the same. For purposes of this Agreement, thirty (30) days shall be deemed a reasonable period in which to cure a default. The City is not obligated to provide notice of default and an opportunity to cure to the Housing Provider as to defaults which are incapable of correction or cure. For purposes of this Agreement, if the City is served with a complaint to foreclose a superior mortgage or other lien, the City will not have an obligation to provide notice and an opportunity to cure to the Housing Provider and may seek a judicial remedy available to the City in said foreclosure action. ARTICLE VIII. NON-ASSIGNABILITY This Agreement shall not be assigned by either Party. ARTICLE IX. MODIFICATION Except as provided herein in connection with Schedule A, this Agreement may only be amended or modified by a written instrument executed by the duly authorized representatives of the parties hereto. ARTICLE X. COMPLIANCE WITH LOCAL, STATE AND FEDERAL RULES REGULATIONS AND LAWS Section 1. Regulations Applicable to all Housing Providers. All Housing Providers shall comply with all applicable laws, orders, and codes of the State and Local governments as they pertain to this Agreement, including, but not limited to, the NSP Program requirements of HERA 2008, and all of the following when applicable: 24 CFR Part 570, as amended - The regulations governing the Community Development Block Grant Program 24 CFR Part 1 and 6, Public Law , Fair Housing Act - The regulations issued following Title VI of the 1964 Civil Rights Act and Section 109 of the 1975 Housing and Community Development Act that prohibits discrimination in HUD programs based on sex, race, color, national origin, and religion and administer all programs and activities in a manner to affirmatively further the policies of the Fair Housing Act.

158 24 CFR Part 107 and The regulations issued following Executive Order and Executive Order which prohibits discrimination and promotes equal opportunity in housing. Section 504 of the Rehabilitation Act of 1973, 24 CFR Part 40 and 41 - The regulations that sets forth policies and procedures for the enforcement of standards and requirements for handicap accessibility. The Architectural Barriers Act of 1968 and the American with Disabilities Act provide additional laws on accessibility and civil rights to individuals with disabilities. Age Discrimination Act of 1975 (42 U.S.C. 6101) - The regulation that prohibits discrimination on the basis of age. 29 CFR Parts 3 and 5 - The regulations on labor standard provisions that include the payment of prevailing wages on federally assisted projects as mandated by the Davis- Bacon Act and Contract Work Hours and Safety Standards Act. 24 CFR Part 70 provides information on the use of volunteers. Copeland "Anti-Kickback" Act (I 8 U.S.C. 874 and 40 U.S.C. 276c) - The regulations on contracts for construction or repair awarded by Housing Provider shall include a provision for compliance with the Copeland "Anti-Kickback" Act. 24 EFR Part 58 - The regulations prescribing the Environmental Review procedure under the National Environmental Policy Act of CFR Part The regulations outlining the procedures for the protection of historic and cultural properties. 24 CFR Part 7 and 41 CFR Part 60 equal employment opportunity without regard to race sex, color, religion, age, national origin, and disability in federally assisted construction contracts. Residential Lead Based Paint Hazard Reduction Act of The regulations implemented by 24 CFR Part 35, Subpart B imposes certain requirements on disclosure of lead base paint hazards. 24 CFR Part 24- The regulations that prohibit use of debarred or suspended contractors on federally assisted projects and Drug Free Workplace requirements; issued according to Executive Order CFR Part 49 - The regulations on eligibility restrictions for certain resident aliens. 24 CFR Part 87 and Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - The regulations for restrictions on lobbying and required certifications. Executive Order The regulations on increasing opportunities and access for Disadvantaged Businesses. HUD requirements - All other required reports, circulars, and procedures when applicable. Administrative Procedures - The rules issued by the City of Tampa in relation to process and procedures.

159 Clean Air Act (42 U.S.C. 7401) and the Federal Water Pollution Control Act (33 U.S.C et seq.) - The regulations and provision that requires compliance with all applicable standards, orders, or regulations issued following the rule. ADA Compliance. The Housing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (All local, state and federal codes shall apply). These regulations govern the availability of housing with accommodations for handicapped individuals. Minority and Women's Business Enterprises. The requirements of Executive Orders 11625, 12432, and 24 CFR 85.36(e) applies to grants under this part. Consistent with HUD's responsibilities under these Orders and with the City's Ordinance No Part 2, the Housing Provider must make efforts to encourage the use of minority and women's business enterprises in connection with funded activities. Section 2. Other Local, State and Federal Requirements. The Housing Provider, its employees and agents, shall comply with all applicable City Codes, ordinances and procedures and policies set forth in the City of Tampa Housing and Community Development Division's Manual of Procedures and Standards, including but not limited to the following: (a) Section 3. The purpose of Section 3 of the Housing and Urban Development Act of I968 (12 U.S.C. 1701u) (Section 3) is to ensure that employment and other economic opportunities generated by HUD financial assistance (greater than $1 00,000) shall, to the greatest extent feasible, and consistent with existing Federal, State and local laws and regulations, be directed to low- and very low income persons, particularly those who are recipients of government assistance for housing, and to business concerns which provide economic opportunities to low- and very low-income persons. Compliance with the provisions of Section 3 shall be a condition of the Federal financial assistance provided under this contract and binding upon the City, the Housing Provider/Housing Provider and any of the Housing Provider/Housing Provider's subcontractors. Failure to fulfill these requirements shall subject the Housing ProviderlHousing Provider and any of the Housing ProviderlHousing Provider's subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Housing ProviderlHousing Provider certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. The Housing ProviderIHousing Provider will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. The Housing Provider/Housing Provider further agrees to comply with these Section 3 requirements to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal _financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 8

160 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very lowincome residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for lowand very low-income persons residing in the metropolitan area in which the project is located. " The Housing Provider agrees to notify the City, at the time the construction cost work write up is submitted for consideration, of any and all job openings related to the project. The Housing ProviderIHousing Provider further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the City of Tampa; where feasible, priority should be given to low- and very lowincome persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. Housing Provider shall submit to HCD a Section 3 Plan for each house acquired with NSP funding, and shall submit a Final Section 3 report with the final draw for each house. (b) ADA Compliance. The Housing ProviderIHousing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (state and local government grantees). Section 3. Nondiscrimination in Housing. The Housing Provider shall not discriminate on the basis of race, creed, religion, color, age, sex, marital status, familial status, national origin, or handicap in the award application process for eligible housing. Section 4. Provisions Applicable to Non-Profit Housing Providers In addition to complying with all the foregoing provisions in Sections 1, 2 and 3 above, if the Housing Provider is a non-profit entity, it shall comply with the following: Uniform Relocation Assistance and Real Property Acquisition Policies Act of These policies provide for displacement, relocation assistance, and real property acquisition as defined by 42 U.S.C (URA) (42 U.S.C. 4601), and implementing regulations issued by the Department of Transportation at 49 CFR part 24 and section 1 O4(d) of the Housing and Community Development Act of 1974 (42 U.S.C. 5304(d)). 24 CFR Part 84 and OMB Circular A Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Non-Profit

161 Organizations. These regulations include the Conflict of Interest provision under 24 CFR and 570 as it applies to procurement. OMB Circular A-122 -The regulations that identify cost principals for nonprofits. OMB Circular A The regulations concerning annual audits. Section 5. Public Records and Reporting. The Housing Provider shall assist the City in complying with any public records requests to the City related to or connected with this Agreement. The Housing Provider shall provide quarterly reports and an annual report with information on the Project detailing the information for applicable federal, state and local programs, including, but not limited to the number of households served by income category, age, family size, race, and data regarding any special needs populations. Also, such reports shall contain information concerning support services available to the residents of affordable housing provided by local programs. ARTICLE XI. PROPERTY STANDARDS Section 1. Housing Construction Standards. All housing rehabilitation and construction work using NSP Funds shall meet all applicable state and local construction codes (including but not limited to the Florida Building Code or Housing and Community Development Division Rehabilitation Standards and zoning ordinances at the time of Project completion.. All NSP Unit housing shall meet the accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and shall also meet the design and construction requirements at 24 CFR , which implement the Fair Housing Act (42 U.S.C ). Housing Provider shall promptly correct all cited code violations and avoid any fines or assessments or related liens to be imposed on the Project property. The Housing Provider shall maintain the NSP Unit housing in compliance with allapplicable state and City of Tampa housing quality standards and code requirements for the duration of the Eligibility Period. The Housing Provider is responsible for maintenance, repair and upkeep of each NSP Unit. City reserves the right to inspect the NSP Unit(s) for compliance with the standards listed above at Certification of Occupancy. All contractors must adhere to the HCD ENERGY EFFICIENCY MEASURES (REHAB & INFILL) and follow Sustainability practices for demolition/deconstruction, the use of recycled materials and, the use of additional energy savings designs, systems or equipment. Section 2. Environmental Conditions and Historic Preservation. Air and Water The Housing Provider agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: Clean Air Act, 42 U.S.C., 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. Flood Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Housing Provider shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having

162 special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). Historic Preservation The Housing Provider agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (I6 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Section 3. Lead Paint Hazards. The Housing Provider will comply with HUD's key requirements for all rehabilitation projects. The Housing Provider will perform all housing rehabilitation activities in compliance with the Lead Safe Housing Rule, 24 CFR 35, unless the property was constructed on or after January 1, 1978 or for any rehabilitation that does not disturb a painted surface. For rehabilitation activity on pre-1978 units that disturbs a painted surface, the following provisions shall apply: Lead-Based Paint The Housing Provider agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR , and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of leadbased paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead-based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. Paint testing. The Housing Provider shall either perform paint testing on the painted surfaces to be disturbed or replaced during rehabilitation activities, or presume that all these painted surfaces are coated with lead-based paint. Residential property receiving an average of up to and including $5,000 per unit in Federal rehabilitation assistance. (1) Conduct paint testing or presume the presence of leadbased paint. If paint testing indicates that the painted surfaces are not coated with lead-based paint, safe work practices and clearance are not required. (2) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed. (3) After completion of any rehabilitation disturbing painted surfaces, perform a clearance examination of the worksite(s) in accordance with Sec Clearance is not required if rehabilitation did not disturb painted surfaces of a total area more than that set forth in Sec O(d). Residential property receiving an average of more than $5,000 and up to and including $25,000 per unit in Federal rehabilitation assistance. (I) Conduct paint testing or presume the 11

163 presence of lead-based paint. (2) Perform a risk assessment in the dwelling units receiving Federal assistance, in common areas servicing those units, and exterior painted surfaces, in accordance with Sec (b), before rehabilitation begins. (3) Perform interim controls in accordance with Sec of all lead-based paint hazards identified. (4) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed and is known or presumed to be lead-based paint. Communication with residents. The Housing Provider must ensure that eligible buyers receive, upon the completion of any lead hazard reduction work and prior to the sale of the NSP Unit, a Notice of Lead Hazard Reduction. ARTICLE XII. EQUAL EMPLOYMENT OPPORTUNITY; WOMEN AND MINORITY BUSINESS ENTERPRISES The Housing Provider shall comply with the City of Tampa Code of Ordinances Chapter 26.5 Part 11, regarding Equal Employment Opportunity and Affirmative Action. ARTICLE XIII. CONFLICT OF INTEREST The Housing Provider represents and warrants that no member of, or Delegate to, the Congress of the United States has been or shall be admitted to any share or part of this contract or to any benefit to arise from the same. The Housing Provider represents and warrants that no member of the governing body of the locality in which the project is situated, and no other public official of such locality or localities who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision-making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1 ) year thereafter. The Housing Provider represents and warrants that no person who is an employee, agent, consultant, officer, or elected or appointed official of the Housing Provider and who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (I) year thereafter. ARTICLE XIV. PROJECT PUBLICITY Any news release or other type of publicity pertaining to the work performed pursuant to this Agreement shall recognize the City as a participant.

164 ARTICLE XV. MARKETING NSP UNITS The Housing Provider has primary responsibility to market available NSP Units. The Housing Provider shall affirmatively and aggressively market any NSP Unit available for purchase without regard to race, color, national origin, sex, religion, familial status or disability. The Housing Provider, in soliciting potential homebuyers, shall do the following: (a) (b) (c) (d) (e) (f) (g) Use the Equal Housing Opportunity logo in all advertising; Display a Fair Housing poster in the sales office; Where appropriate, advertise using media likely to reach persons least likely to apply for the housing such as minority outlets and newspapers. Maintain files of the affirmative marketing activities for five (5) years and provide access thereto to City Staff; Verify all information concerning NSP applicants or household members, which may be obtained from any source by the Housing Provider, or its assignees or designees. All potential NSP Unit home buyers will be required to complete an HCD approved Homebuyer Education class prior to closing. Potential NSP Unit home buyers must be income qualified by HCD as having household income at or below 120% AM1 as required by NSP regulations. ARTICLE XVI. MAINTENANCE OF RECORDS Housing Provider shall maintain such records and accounts, including program records, project records; financial records; program administration records; equal opportunity and fair housing records; Women and Minority Business Enterprise (WMBE) records; income determinatiodeligibility records; records supporting exceptions to the conflict of interest prohibition; and any other records as are deemed necessary by the City to assure a proper accounting and monitoring of all NSP Funds. Failure to or improper maintenance of records as required under this Article shall de a default under this Agreement and provide grounds for termination of the same. With respect to all matters covered by this Agreement, records will be made available for examination, audit, inspection or copying purposes at any time during normal business hours and as often as the City may require. Housing Provider will permit same to be examined and excerpts or transcriptions made or duplicated from such records, and audits made of all contracts, invoices, materials, records of personnel and of employment and other data relating to all matters covered by this Agreement. The City's right of inspection and audit shall be in addition to any rights to inspection or audit by another agency, whether local or State.

165 The Housing Provider shall retain all records and supporting documentation applicable to this Agreement for the most recent five-(5) year period, except as provided below: (a) (b) (c) Records shall be retained for five (5) years after the project completion date; except that records of individual income verifications, and project inspections must be retained for the most recent five (5) year period, until five (5) years after the eligibility period terminates. Written agreements shall be retained for five (5) years after the agreement terminates. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the required period, whichever is later. ARTICLE XVII. AUDITmINANCIAL STATEMENT REQUIREMENTS During the term of this Agreement, Housing Provider shall provide the City with its annual audit or financial statement within ninety (90) days of the end of each operating year. Said auditlfinancial statement shall be prepared by an actively licensed certified public accountant. Non-Profit organizations must provide audited financial statements as requested. ARTICLE XVIII. NEGATION OF AGENT OR EMPLOYEE STATUS The Housing Provider acknowledges and represents that it is an independent agent, and nothing contained herein shall in any way be construed to constitute or define the Housing Provider or any of its assistants, representatives, agents, subagents, employees, contractors, partners, affiliates, holding companies or subsidiaries to be representatives, agents, subagents, or employees of the City. The Housing Provider acknowledges that the City is not required to withhold any federal income tax, social security tax, state and local tax, or to secure workers' compensation insurance or employers' liability insurance of any kind, or to take any other action with respect to such insurance or taxes on behalf of the Housing Provider, or its assistant(s), representatives, agents, subagents, employees or contractors. In no event and under no circumstances shall any provision of this Agreement make the City liable to any person or entity that contracts with or that provides goods or services to Housing Provider in connection with services that the Housing Provider has agreed to perform hereunder or otherwise, or for any debts or claims of any nature accruing to any person or entity against Housing Provider. There is no contractual relationship or third party relationship, either express or implied, between the City and any person or entity supplying any work, labor, services, goods or materials to Housing Provider as a result of this Agreement. ARTICLE XIX. SUBCONTRACTS Housing Provider shall conduct and supervise all work pursuant to this Agreement. If any part of the work is assigned or subcontracted, it shall not in any way affect the provisions of this Agreement and Housing Provider remains at all times responsible for the work of 14

166 subordinates, subcontractors and or assigns unless expressly released from such responsibility by the City. Housing Provider may subcontract the rehabilitation of NSP Units to properly licensed and insured contractors as approved by the City. Any substitution of contractors must be reviewed and approved by HCD staff. Davis Bacon. The Housing Provider/Housing Provider agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Housing Provider agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Housing Provider shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request. The Housing Provider agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2, for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1,3, 5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Housing Provider of its obligation, if any, to require payment of the higher wage. The Housing Provider shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. ARTICLE XX. INDEMNIFICATION The Housing Provider shall defend, hold harmless and indemnify the City from and against any and all liability, injury, loss, claims, damages, costs, reasonable attorneys' fees and expenses of whatever kind or nature which the City may sustain, suffer or incur or be required to pay by reason of: (a) (b) (c) The loss of any monies paid to Housing Provider; Fraud, defalcation or dishonesty on the part of any person representing, employed by, contracted or subcontracted by Housing Provider; Any act, omission, wrongdoing, misconduct, want of care or skill, negligence or default on the part of Housing Provider or any of its contractors, subcontractors, sub-subcontractors, material men, suppliers and laborers in the performance of this Agreement or the operation of the Project; or The indemnity hereunder shall survive termination of the Agreement. In the event that any action, suit or proceeding is brought against the City upon any claim related to or arising out of this Agreement or the Project, or any other matter indemnified against, the City at once shall give notice in writing thereof to Housing Provider in the manner provided for notices in this Agreement.

167 ARTICLE XXI. INSURANCE A. The Housing Provider shall, during the period of this Agreement and as to all operations involving the Project provide, pay for and maintain with companies satisfactory to the City, the types of insurance described below in this Article. All insurance shall be from responsible companies duly authorized to do business in the State of Florida. Such insurance shall be primary coverage to the City who shall be named as an additional insured as to all applicable coverages, including general liability policies, and shall contain a cross-liability or severability of interest clause. The insurance coverage and limits required must be evidenced by properly executed certificates of insurance on forms furnished by or acceptable to the City. The authorized representative of the insurance company shown on the certificate must personally manually sign each certificate. The Housing Provider shall submit a copy of the certificate(s) to the City of Tampa Housing and Community Development Division, 2105 North Nebraska Avenue, Tampa, Florida 33602, within thirty (30) days of the effective date of this Agreement. In the event the Housing Provider fails to submit the certificate(s) verifying the minimum coverage's and amounts specified herein, the City, at its own discretion, may withhold payment of NSP Funds until such time as the certificate(s) idare received by the City's Housing and Community Development Division. B. Thirty (30) days written notice shall be given to the City of any cancellations, intent not to renew, or reduction in the policy coverage, except in the application of the aggregate liability limits provisions. Should any aggregate limit of liability coverage be reduced, it shall be immediately increased back to the limit required by this Agreement. The Housing Provider shall be responsible for any deductibles under its policies. The Housing Provider shall ensure that all of its contractors and subcontractors carry adequate types and limits of insurance and provide proof of the same to the City upon demand. C. The required coverages are as follows: (a) Workers' Compensation and Employers' Liability Insurance shall be provided for all employees engaged in the work under this Agreement in accordance with the laws of the State of Florida. The amount of the employers' liability insurance shall not be less than $100, each accident, $500, disease aggregate, and $100, disease each employee. (b) Commercial General Liability Insurance shall be written on IS0 occurrence form CG 00 01, or substitute form providing equivalent coverage, with a minimum limit of $600, each occurrence. Such policy shall include the City as an additional insured and shall cover liability arising from premises and operations, independent contractors, products and completed operations, personal and advertising injury, and liability assumed under this Agreement. Completed operations liability coverage shall be maintained for a minimum of one-year following completion of the work. (c) Automobile Liability Insurance shall be maintained in accordance with the laws of the State of Florida as to the ownership, maintenance, and use of all owned, non-owned, or hired vehicles used concerning this Agreement. The minimum limit shall be $500, bodily injury and property damage combined single limit each accident.

168 (d) Property Insurance. Housing Provider shall provide hazard insurance as required for fire for the full value of the property, and shall cause the City to be named as the beneficiary relative to its interest and its loan position on the property for the full term of the Eligibility Period. (e) Flood Insurance. The Housing Provider agrees that, in accordance with Section 202 (a) of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4106) the use of any funds provided under this part for acquisition or construction (including housing rehabilitation) purposes in special flood areas shall be subject to the mandatory purchase of flood insurance requirements of Section 102 (a) of said Act (42 U.S.C. 4021a). The Housing Provider shall provide flood insurance for the full value of the property as required by said laws. ARTICLE XXII. RELIGIOUS ORGANIZATIONS The Housing Provider shall not provide NSP Funds to primarily religious organizations, such as churches, for any activity including secular activities. In addition, the Housing Provider shall not use NSP Funds to rehabilitate housing owned by primarily religious organizations or to assist primarily religious organizations in acquiring housing. ARTICLE XXIII. SURVIVAL All provisions of this Agreement intended to survive or to be performed subsequent to the end of the period of this Agreement shall survive the termination of this Agreement. ARTICLE XXIV. SUCCESSORS AND ASSIGNS This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. ARTICLE XXV. HEADINGS All article and descriptive headings of paragraphs in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof. ARTICLE XXVI. VENUE This Agreement shall be construed under the laws of the State of Florida. Venue shall be in Hillsborough County, Florida. ARTICLE XXII. WAIVER OF JURY TRIAL In the event any legal proceedings arise out of this Agreement, Housing Provider waives any and all right it may have to a jury trial. ARTICLE XXVIII. ESTOPPELIWAIVER

169 The failure of the City to enforce any term or condition of this Agreement shall not constitute a waiver of subsequent non-performance or default or estoppel of any subsequent enforcement of violations of this Agreement. ARTICLE XXIX. MERGER CLAUSE This Agreement together with the Schedules and Exhibits hereto sets forth the entire agreement between the parties and there are no promises or understandings other than those stated herein. It is further agreed that no modification, amendment or alteration of this Agreement shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. The Exhibits and Schedules to this Agreement will be deemed to be incorporated by reference as though set forth in full herein. In the event of a conflict or inconsistency between this Agreement and the provisions in the incorporated Schedules and Exhibits, then this the Schedules and Exhibits shall prevail. ARTICLE XXX. NOTICE AND GENERAL CONDITIONS All notices which may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service or by certified mail return receipt requested addressed to the parties at their respective addresses indicated below or as the same may be changed in writing from time to time. Such notice shall be deemed given on the day on which personally served, or if by mail, on the date of actual receipt, whichever is applicable to the mode of delivery. Where facsimile or e- mail notices are given, they shall be deemed received on the date of sending. Citv of Tampa City of Tampa Division of Housing and Community Development Attn: Manager 2105 North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon.West@,tampagov.nt.t - Housing Provider Mourer and Mourer, Inc. Attn: Don Mourer 2508 Withy Court Tampa, FL Tel: Fax: ddmir@,verizon.net

170 ARTICLE XXXI. TERMS Capitalized terms contained herein shall have the definition assigned. Capitalized terms contained herein that do not have the definition assigned shall have the meaning assigned in the applicable local, state or federal regulations. ARTICLE XXXII. SUBORDINATION This Agreement is not and shall not be subject and subordinate in any respect to the liens, terms, covenants and conditions of the mortgage and other agreements securing the Senior Lender notes or other obligations without previous written consent from the City. IN WITNESS HERETO, the parties herein have caused this Agreement to be executed at the place and on the day specified hereinabove. ATTEST: CITY OF TAMPA SHIRLEY FOXX-KNOWLES, CITY CLERK State of Florida County of Hillsborough BY: PAM IORIO, MAYOR The foregoing instrument was acknowledged before me this day of , by the Honorable PAM IORIO, Mayor of the City of Tampa, and on behalf of the City of Tampa, who is personally known to me. Seal: Signature of NOTARY PUBLIC State of Florida at Large APPROVED AS TO FORM BY: Assistant City Attorney

171 Witnesses: Signature Housing Provider, Mourer and Mourer, Inc. a Florida corporation By: Name: Title: Name typed or printed Signature Name typed or printed State of Florida County of SS: The foregoing instrument was acknowledged before me this day of by, President of, a Florida corporation, who is personally known to me or has provided Florida Driver License as identification. Signature of person taking acknowledgment Name of acknowledger typed, printed or stamped NOTARY PUBLIC State of Florida Serial number (if any): My Commission Expires:

172 SCHEDULE "A" Section 1. Real Property Identified Target Neighborhood Affected: (Sulphur Springs, North Tampa Community, University Square and Old West Tampa) Property #1 Sites to be determined. Folio Number: Street Address: Legal Description: [Together with other as yet unidentified acquisition candidates] Section 2. Scope of Work Housing Provider shall utilize NSP funding to acquire and rehabilitate a minimum total of I I units. AII of the units must be located within NSP target neighborhoods. The following is a specific breakdown of the NSP target neighborhood, funding amounts and number of units to be provided by the Housing Provider. Once rehabilitation is complete, the units will be sold to NSP qualified homebuyers. Sulphur Springs/North Tampa Community/University Square Old West Tampa 8 Units 3 Units $ 81 5,000 $ 300,000 Section 3. Step 1: Schedule Execution of this Agreement Step 2: If not already accomplished, Housing Provider locates and identifies the Project property or properties (hereafter the "Project Property"), whether singular or plural) no later than nine (9) months after execution of this Agreement. If the Project Property has been identified, Housing Provider will proceed to Step 3. Step 3: Housing Provider shall submit to the City of Tampa's Division of Housing and Community Development Department (HCD) and the Real Estate Department (RED) all relevant information about the proposed Project Property it seeks to acquire, including but not limited to the total project cost, property acquisition price and the estimated costs of rehabilitation, repair or other improvements, Project financials and any other information or documentation needed to establish that the acquisition meets NSP requirements and objectives. Step 4: The City, through, HCD and RED shall review the information provided by the Housing Provider and perform a cost reasonableness assessment and project underwriting analysis, after which, in its sole discretion, shall either approve or reject the proposed Project Property acquisition. If approved, Schedule "A" shall be amended or supplemented as needed to 2 1

173 describe the Project Property by legal description, folio number and address and a work estimate will be completed and made part of the supplement or amendment. The acquisition price and work estimates shall not exceed the funding commitment in this Agreement and be consistent with the amounts budgeted for acquisition and rehabilitation in this Schedule. If rejected, Housing Provider may locate and identify an alternate proposed property so long as the nine (9) month deadline has not expired. Otherwise, this Agreement shall be deemed terminated and the parties shall have no further obligations. Step 5: Once a proposed Project Property is approved by the City, Housing Provider shall enter into Contract(s) for Sale and Purchase (the "Contract") with the seller of the property. Such Contract(s) shall include a provision permitting the assignment to the City of all rights bestowed by the contract. Step 6: Closing shall be scheduled as soon as possible after the Contract is executed. At closing, the City shall disburse funds not to exceed the budgeted amount for acquisition to acquire the Project property, provided that the Housing Provider executes and delivers to the City a Note and Mortgage creating a first lien priority over the Project property.(see Composite Exhibit "B") and an executed LURA. Step 7: No later than ninety (90) days after closing, the Housing Provider shall submit rehabilitation plans and work cost write-ups for the Project Property acquired for HCD's consideration. HCD may approve or reject such plans at its sole discretion. Plans must comply with the regulations and standards established in this Agreement. If approved, the Housing Provider shall then obtain all necessary permits and approvals from the City's Construction Services Department and any other appropriate authority. If rejected, Housing Provider shall amend its plans to comply with the demands of HCD before acquiring permits. Step 8: Rehabilitation work in accordance with approved plans and permits shall begin immediately upon receiving the permits and shall be completed no later than one hundred and twenty (120) days from the date the permits were issued or plans approved. At the conclusion of the rehabilitation work, the Housing Provider shall deliver to HCD adequate proof that a Certificate of Occupancy ("C.O.") for the Project property has been issued by the proper authority or, in the event a C.O. is not applicable or required, request an inspection from HCD to confirm and verify that all work required under this Schedule, the plans and/or permits has been satisfactorily completed.. Step 9: City will reimburse the Housing Provider its NSP housing delivery costs (defined as: insurance, taxes, lawn maintenance, and security), and other HCD approved costs for ninety (90) days after the C.O. is issued. Housing Provider shall have all NSP Units sold to income qualified persons and shall have all NSP funding fully expended no later than six months after the C.O. is issued (the "Completion Date").Housing Delivery costs will not be reimbursed after the expiration of the first ninety days, after which all costs will be the responsibility of the Housing Provider. Step 10: Throughout the Eligibility Period, Housing Provider, its successors, assigns and transferees shall maintain the NSP Unit(s) in compliance with the standards and regulations contained in this Agreement.

174 Section 4. Property Maintenance. Housing Provider is responsible for performing all property maintenance of Project Property and NSP Units while actively rehabilitating the property until sold. Eligible expenses will be reimbursed until such time a C.O. is issued or HCD has verified completion and has accepted the Project work, and for 90 days thereafter. Theft of items from the property, or damage to the property will be the responsibility of the Housing Provider until sold to eligible buyer. Section 5. Budget and Reimbursements. Acquisition, rehabilitation and/or construction costs funded by this Agreement shall be apportioned generally as per the Project Budget and Reimbursement Form but may be amended or supplemented as the work progresses. Housing Provider shall apply for reimbursements using the Project Budget and Reimbursement Form. Section 6. Reporting. During the term of this agreement, the Housing Provider shall provide HCD with quarterly reports in the form provided below. I. report in^ Period (Please check one) CITY OF TAMPA QUARTERLY REPORT October I - December 3 1 ) January 1 - March 30 April I -June 30 [7 July I - September Proiect Eligibility Activities Benefiting Low and Moderate Income (LMI) Persons / Households Area-Wide Basis Limited Clientele Housing Activities Job CreationJRet # LMI Beneficiaries Proposed # LMI Actual Beneficiaries To Date 111. Race / Ethnicitv Reporting:

175 >30% to <=50% of Median <=30% of Median I 1 I I I I H~POII k... i.~. 204 White BlacWAfrican American Asian American IndianIAlaskan Native Native HawaiianJPacific Islander American IndianIAlaska Native Am IndianJAlas Nat & White Asian & White Black & White Am IndianJAlas Nat & Black Other Multi-Racial ! IV. Description of Proiect V. Description of Accomplishments Achieved During Reporting Period VI. Certification It is hereby certified by the Housing Provider that the project facilities, funded in whole or in part by federal NSP funds, continue to be used for the approved activity, continue to meet the specified national objective, and continue to serve the number of beneficiaries originally intended in the project application or amended application, if applicable. Signature: Typed Name and Title: I Housing Provider Certification Date: End of Schedule A

176 ATTACHEMENT 1 TO SCHEDULE "A" PROJECT BUDGET AND REIMBURSEMENT FORM Submit To: Housing and Community Development; 2105 N. Nebraska Avenue; Tampa, Florida Housing Provider: Mourer and Mourer PROPERTY ADDRESS APPROVED BUDGET INVOICED1 SPENT TO DATE CURRENT INVOICE REMAINING BUDGET Acquisition Rehabilitation Total NSP Budget Match $557,500 $557,500 $1,115,000 $1 67,250 ( 15%) Payable To: Address: Authorized Signature: (Attach Supporting Invoices, Receipts and Supporting Documents)

177

178 Exhibit "A" This instrument prepared by and returned to: City of Tampa Housing & Community Development Division N. Nebraska Avenue Tampa, FL Folio: ClTY OF TAMPA MORTGAGE TO SECURE AN NSP LOAN AGREEMENT, hereinafter, and if more than one party jointly and severally, called "Borrower", having its address at in the City of Tampa, County of Hillsborough, and State of Florida, and the ClTY OF TAMPA, a municipal corporation organized and existing under the laws of the State of Florida, whose principal address is 315 E. Kennedy Boulevard, Tampa, Florida 33602, its successors, agents or assigns hereinafter called "Lender". WITNESSETH: This Mortgage is made on or as of this - day of, 200- between the Lender and Borrower to evidence and secure the payment of ($0,000.00) Dollars, with interest thereon, which shall be payable in accordance with that certain NSP Loan Deferred Payment Promissory Note of even date herewith, a copy of which is attached hereto ( the "Note"), and any and all other indebtedness and obligations of the Borrower pursuant to the provisions of the Note and this Mortgage, and the underlying Neighborhood Stabilization Program Loan Agreement for the Provision of Moderate Income Home ownership Housing dated, 200-, a copy of which is attached hereto (the "NSP Loan Agreement"), in consideration of which the Borrower(s) hereby grant(s), convey(s) and mortgage(s) to the Lender: ALL THAT certain lot, piece or parcel of land situated in the City of Tampa, County of Hillsborough and State of Florida, bounded and described as follows (and hereafter referred to as the "Property"): Street Address: Legal Description: TOGETHER with all the improvements now or hereafter effected on the Property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and

179 profits, water rights, and water stock, and all fixtures now or hereafter attached to the Property, all of which, including replacements and additions thereto, and TOGETHER with any and all awards now or hereafter made for the taking of the Property mortgaged hereby, or any part thereof (including any easement) by the exercise of the power of eminent domain, including any award for change of grade or location of any street or other roadway, which awards are hereby assigned to the Lender and are deemed a part of the Property mortgaged hereby; and the Lender is hereby authorized to collect and receive the proceeds of such awards, to give proper receipts and acquittances therefore, and to apply the same toward the payment of indebtedness secured by this Mortgage, notwithstanding the fact that the amount thereon may not then be due and payable; and TOGETHER with all rights, title and interest of the Borrower in and to the land lying in the streets, roads, or alleys adjoining to the above-described land. All the above described land, buildings, other structures, fixtures, articles of personal Property, awards and other rights and interests being hereinafter collectively referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the Mortgaged Property and every part thereof unto the Lender, its successors and assigns forever for the purposes and uses herein set forth, and the Borrower further covenants and agrees with the Lender, as follows: 1. PAYMENT OF PRINCIPAL AND INTEREST. The Borrower shall promptly pay any and all principal and interest on the indebtedness evidenced by the Note and all other charges and indebtedness provided therein and in this Mortgage, at the times and in the manner provided in the Note and in this Mortgage. 2. TAXES, ASSESSMENTS AND LIENS. The Borrower shall pay when due all taxes, assessments, or other governmental charges, fines and impositions, of every kind and nature whatsoever, now or hereafter imposed on the Mortgaged Property, or any part thereof, and will pay when due every amount of indebtedness secured by any lien to which the lien of this Mortgage is expressly subject. 3. PURPOSE OF LOAN. This Mortgage and the attached Note were executed and delivered to evidence and secure monies advanced (or to be advanced) to the Borrower by the Lender for the purpose of acquiring, constructing new or rehabilitating existing housing ("Improvements"), and otherwise providing moderate income home ownership housing at the Mortgaged Property. The Borrower shall make or cause all lmprovements to be made in accordance with that certain NSP Loan Agreement attached hereto as Exhibit 1 to the Mortgage.

180 4. USE AND MAINTENANCE. Borrower will not make, permit, or suffer any alteration of or addition to any building structure or improvement which may hereafter be erected or installed upon the Mortgaged Property, or any part thereof (except the Improvements required to be made pursuant to the NSP Loan Agreement), nor will the Borrower use, or permit or suffer the use of, any of the Mortgaged Property for any purpose other than the purpose or purposes for which the same is now intended to be used, without the prior written consent of the Lender. The Borrower will maintain the Mortgaged Property in good condition and state of repair and will not suffer or permit any waste to any part thereof. 5. CHARGES AND LIENS. The Borrower will not voluntarily or involuntarily create, or permit or suffer to be created or to exist, on or against the Mortgaged Property, or any part thereof, any lien superior to the lien of this Mortgage, exclusive of the lien or liens to which this Mortgage is expressly subject and subordinate, and will keep and maintain the same free from the claims of all parties supplying labor andlor materials used in the construction or installation of the Improvements. 6. NOTICE OF CONVEYANCE, FIRE OR CASUALTY The Borrower will give immediate notice by registered or certified mail to the Lender of any fire, damage or other casualty affecting the Mortgaged Property, or of any conveyance, transfer or change in ownership of such Property, or any part thereof. 7. COVERAGE OF INSURANCE POLICIES. (a) The Borrower will keep the Mortgaged Property, including structures and equipment, now existing or which may hereafter be erected or installed on Mortgaged Property, insured against loss by fire and other such hazards, casualties and contingencies in such amounts and manner and for such period as may be required by the Lender; and all such insurance policies must include standard fire, flood if applicable and extended coverage in amounts not less than full insurable value. All such insurance shall be carried by companies approved by the Lender. All policies shall have attached thereto loss payable clauses in favor of the Lender and any other party(ies) identified or requested by the Lender. All such policies and attachments thereto shall be delivered promptly to the Lender, unless they are required to be delivered to the holder of a lien, or a mortgage, or similar instrument to which this Mortgage is expressly subject, in which latter event, certificates thereof in a form satisfactory to the Lender shall be delivered promptly to the Lender. The Borrower will pay promptly when due any and all premiums on such insurance. If premium payments are not made from funds escrowed for that purpose under the terms of this Mortgage or the Note secured hereby, Borrower will submit promptly after payment to the Lender receipts or other evidence of such payment as shall be satisfactory to the Lender for examination and verification. Lender has the right, but not the obligation, to pay any unpaid insurance premiums or, in the event the

181 Borrower fails to obtain or allows a policy to lapse, to obtain and place such insurance coverages on the Mortgaged Property as are required by this Section and any such payments shall be secured by the Lien of this mortgage and bear interest at 12% per annum from the date so paid, but no such payment by the Lender shall be deemed a waiver of the Lender's right to declare the principal sum due and payable by reason of the Borrower's default or failure to perform as required under this Section. (b) In the event of loss or damage to the Mortgaged Property, the Borrower will give to the Lender immediate notice, and the Lender may make and file proof of loss if not otherwise made promptly by or on behalf of the Borrower. Unless Borrower and lender otherwise agree in writing, insurance proceeds shall be applied to restoration or repair, provided such restoration or repair is economically feasible and the security of this Mortgage is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Mortgage would be impaired, the insurance proceeds shall be applied to the sums secured by this Mortgage with the excess, if any, paid to Borrower. If the Mortgaged Property is abandoned by Borrower, or if Borrower fails to respond to Lender within 30 days from the date notice is mailed by Lender to Borrower that the insurance carrier offers to settle a claim for insurance benefits, Lender is authorized to collect and apply the insurance proceeds, at Lender's discretion and option, either towards restoration, repair of the Mortgaged Property, or to the reduction (in whole or in part) of the sums secured by this Mortgage. In the event of foreclosure of this Mortgage, or of any transfer of title to the Mortgaged Property in extinguishment of such indebtedness, all right, title and interest of the Borrower in and to every such insurance policy then in effect, subject to the rights and interest of the holder of any such prior lien, shall pass to the grantee acquiring title to the mortgaged Property together with such policy and appropriate assignment of such right, title, and interest which shall be made by the Borrower. 8. TAXES. In order to protect more fully the security of this Mortgage, the Borrower shall promptly submit to the Lender upon request, or to Lender's designated agent, the Hillsborough County Tax Invoice for the Mortgaged Property. Such invoice shall either show that no taxes are due or be accompanied by a receipt or other documentation showing taxes have been paid in full in a timely fashion. 9. COMPLIANCE WITH LAWS The Improvements and all plans and specifications therefore, as well as the operation and provision of services at the Mortgaged Property, shall comply with all applicable state, federal and municipal statutes, ordinances, regulations and rules made or promulgated with lawful authority. 10. FUNDING OF ACQUISITION AND IMPROVEMENTS. Lender has agreed to fund the acquisition of the Mortgaged Property and whatever construction or rehabilitation may be needed to provide the moderate income home ownership units detailed in the NSP Loan Agreement. Disbursements will be made from time to time as Borrower acquires the Mortgaged Property and performs the necessary work as set forth in Schedule "A" to the NSP Loan Agreement. It is a precondition to any disbursement that the Lender inspect the work for compliance with the requirements of

182 the NSP Loan Agreement. Any and all inspection will be made solely for the benefit and protection of the Lender and not for or on behalf of any third party. 11. PROTECTION OF LENDER'S SECURITY. No construction or rehabilitation work shall commence at the Mortgaged Property, nor shall any materials be furnished at the Mortgaged Property until this Mortgage and a Notice of Commencement has been recorded in the Public Records of Hillsborough County, Florida. This Mortgage shall be recorded prior to the recording of any Notice of Commencement. If Borrower fails to perform the covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender's interest in the Mortgaged Property, including, but not limited to eminent domain, insolvency, code enforcement proceedings, or arrangements or proceedings involving a bankruptcy or decedent, then Lender at Lender's option, upon notice to Borrower, may make such appearances, disburse such sums, and take such action as is necessary to protect Lender's interest, including, but not limited to, disbursement of reasonable attorney's fees and entry upon the Property to make repairs. Any amounts disbursed by Lender pursuant to this paragraph with interest thereon at the rate of 12% per annum, shall become an additional indebtedness of Borrower secured by this Mortgage. Unless Borrower and Lender agree to other terms of payment, such amounts shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall bear interest from the date of disbursement unless payment of interest at such time would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph shall require Lender to incur any expense or take any action hereunder. 12. LENDER INSPECTIONS. The Lender, or any of its employees, agents or representatives, shall have the right to inspect the Mortgaged Property at any reasonable hour of the day after acquisition. Should the Mortgaged Property, or any part thereof, require repair, care or attention, then, after notice as provided in Section 16 hereof to the Borrower, the Lender may enter or cause entry to be made upon the Mortgaged Property and repair, protect and maintain the said Property as the Lender may deem necessary. Any and all sums spent by Lender to accomplish the proper maintenance on the Mortgaged Property shall become due and payable as provided in Section AFTER-ACQUIRED PROPERTY This Mortgage encumbers all real Property subsequently acquired by the Borrower in connection with the NSP Loan Agreement, as well as any additions, replacements, substitutions to or proceeds from the Mortgaged Property. Notwithstanding the foregoing, Borrower agrees to execute any new mortgage instrument, document, amendment or supplement to this Mortgage as the Lender may request at its discretion, to establish or protect its lien on any real Property acquired pursuant to the NSP Loan Agreement.

183 14. FUTURE ADVANCES. Lender, at its sole option, may elect to loan additional funds to the Borrower for purposes related to the NSP Loan Agreement such as cost overruns or the preservation of its security. This security instrument is created pursuant to s697.04, Florida Statutes, and secures future advances made by Lender within 20 years after the date of recording to the same extent as if they had been made on the date of this Mortgage but in no event shall the total indebtedness secured hereby exceed twice the face amount of the Note. 15. EVENT OF DEFAULT. An "Event of Default" will be the occurrence of any one of the following events, and upon such occurrence the Lender may, at Lender's option, declare all sums secured by this Mortgage to be immediately due and payable: (a) Failure to pay the amount of any installment of principal and interest, or other charges payable on the Note or otherwise required by this Mortgage. (b) Nonperformance by the Borrower of any covenant, agreement, term, or condition of this Mortgage, the Note, the NSP Loan Agreement, or of any other agreement made by the Borrower with the Lender in connection with such indebtedness. (c) Failure of the Borrower to perform any covenant, agreement, term or condition in any instrument creating a lien upon the Mortgaged Property, or any part thereof, which shall have priority over the lien of this Mortgage if such superior encumbrance was approved by the Lender as provided in this Mortgage. This Event of Default shall be deemed an incurable default in the event that Lender first learns of such default or nonperformance upon service of a complaint or petition for judicial foreclosure instituted by the owner and holder of the superior mortgage. (d) The Lender's discovery of the Borrower's failure in any application of the Borrower to the Lender to disclose any fact deemed by the Lender to be material, or the making therein, or in any of the agreements entered into by the Borrower with the Lender (including, but not limited to, the Note and this Mortgage) of any misrepresentation by, on behalf of, or for the benefit of the Borrower. (e) Failure by the Borrower to submit promptly to the Lender or Lender's designated agent proof of payment of all insurance and taxes, as required herein. If Lender exercises the option to accelerate repayment, Lender shall mail Borrower's notice of acceleration in the manner provided in Sections 16 and 17 hereof. This Mortgage and the Note are cross-defaulted with all contracts between the Borrower and the Lender in connection with the NSP Loan Agreement. Any uncured default by the Borrower as to any one of those contracts is a default in all at the option of the Lender.

184 16. OPTIONS OF MORTGAGEE UPON EVENT OF DEFAULT Upon the occurrence of a curable default, Lender, prior to acceleration, shall mail notice to the Borrower specifying the following information: (a) (b) (c) (d) The breach; The action required to cure said breach; A date not less than thirty (30) days from the date the notice is mailed to Borrower by which such breach must be cured; and That failure to cure such breach on or before the date specified in the notice may result in acceleration of all sums secured by this Mortgage, foreclosure by judicial proceedings, and sale of the Property. The notice shall further inform Borrower of the right to assert in the foreclosure proceeding the non-existence of a default, or any other defense Borrower has to acceleration and foreclosure. If the breach is not cured on or before the date specified in the notice, Lender, at Lender's option, may declare all of the sums secured by this Mortgage to be immediately due and payable without further demand and may foreclose this Mortgage by judicial proceeding. Lender shall be entitled to collect in such proceedings all expenses of foreclosure, including, but not limited to, reasonable attorneys' fees and costs including but not limited to documentary evidence, abstract, title reports, and court costs. 17. NOTICES. All notices which may be given pursuant to this Mortgage shall be in writing and shall be delivered by personal service, , or by certified mail return-receipt requested, addressed to the parties at their respective addresses indicated below (as the same may be changed in writing from time to time). Such notice(s) shall be deemed given on the day on which personally served, or if by mail, on the date shown on the return receipt, whichever is applicable to the mode of delivery. Where facsimile or notices are given, they shall be deemed received on the date of sending. Citv of Tam~a City of Tampa Division of Housing and Community Development Attn: Manager North Nebraska Avenue Tampa, Florida Tel: Fax: address: Sharon.West@tam~aqov.net Housina Provider

185 18. APPOINTMENT OF RECEIVER. The Lender in any action to foreclose this Mortgage may be entitled to have a receiver appointed by the Court as a matter of right and without regard to the value of the Mortgaged Property or the solvency of the Borrower or other parties liable for the payment of the Note and other indebtedness secured by this Mortgage. Said receiver shall enter upon, take possession of, and manage the Mortgaged Property, and will collect payments of the costs of management of the Mortgaged Property and collection of rents, including, but not limited to, receiver's fees, premiums on receiver's bonds, and reasonable attorney's fees, and then to the sums secured by this Mortgage. The receiver shall be liable to account only for those rents actually received. 19. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude or estop the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender's right to accelerate the maturity of the indebtedness secured by this Mortgage. 20. ONE PARCEL. In case of a foreclosure sale of the Mortgaged Property, it may be sold in one parcel. 21. BORROWER'S COPY. Borrower shall be furnished a copy of the Note and of this Mortgage at the time of execution or after recordation thereof. 22. LAWFULLY SEIZED. The Borrower hereby represents that it is lawfully seized of the Mortgaged Property and has good right, full power, and awful authority to encumber, sell and convey the same in the manner above provided, and will warrant and defend the same to the Lender forever against the lawful claims and demands of any and all parties whatsoever. 23. BORROWER NOT RELEASED. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower shall not operate to release in any manner the liability of the original Borrower and Borrower's successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the Original Borrower and Borrower's successors in interest.

186 21. CAPTIONS. The captions of this Mortgage are for convenience only and shall not be construed as defining or limiting the scope or intent of the provision hereof. 22. JOINT AND SEVERAL LIABILITY If Borrower, as defined herein, consists of two or more persons, each shall be jointly and severally liable and obligated under all covenants and provisions of this Mortgage and the Note secured hereby. IN WITNESS WHEREOF, this Mortgage has been duly signed and sealed by the Borrower on or as of the day and year first above written. Signed, sealed and delivered in the presence of: Borrower Witness Witness INDIVIDUAL ACKNOWLEDGMENT STATE OF FLORIDA COUNTY OF HILLSBOROUGH I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments personally appeared to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that executed the same for the purpose therein expressed. WITNESS my hand and official seal in the County and State last foresaid, this day of,20. NOTARY PUBLIC MY COMMISSION EXPIRES:

187 Exhibit "B" Return Instrument to: City of Tampa Mortgage Servicing N. Nebraska Avenue Tampa, FL Case Number: 0 Date: Amount: $0.00 Property Address: NSP LOAN DEFFERED PAYMENT PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned ( whether one or more hereafter referred to as "Borrower" ) promise to pay to the order of the City of Tampa, a municipal corporation of the State of Florida, herein referred to as the "Lender", its agents, successors, or assigns, the sum of ($0,000.00) Dollars. Payment on this Note is deferred so long as the Borrower complies with the obligation to provide affordable housing for the entire Affordability Period as specified and defined in that certain NSP Loan Agreement, a copy of which is attached to the Mortgage securing this Note. During the deferment period this Note will not accrue interest as long as the Borrower is not in default under the Note, Mortgage, or the NSP Loan Agreement. The City shall have the right to declare the amount of the total unpaid balance hereof to be due and forthwith payable upon the occurrence of any Event of Default (as defined in the Mortgage) or failure to perform in accordance with any of the covenants, terms and conditions in the Mortgage or the NSP Loan Agreement. Failure of the City to declare a default shall not constitute a waiver of such default. Upon default, this Note will accrue interest at 12% per annum from the date of such default, and if this Note is reduced to judgment, such judgment should bear interest at the highest rate permissible under applicable law. The Borrower has the right to prepay at any time all or any part of the principal amount of the Note without the payment of penalties or premiums. Any payment of this Note prior to default shall be applied to the principal due on the Note. If suit is instituted by the City to recover this Note, the Borrower agrees to pay all costs of such collection including reasonable attorneys' fees and court costs. This Note is secured by a Mortgage of even date duly filed in the Public Records of Hillsborough County, Florida. IN WITNESS WHEREOF, this Note has been duly executed by the undersigned, as of the above date. BY:

188 HCD RESOLUTION NO A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF TAMPA AND RICHARD A. STENHOLM CONSTRUCTION, INC., A FLORIDA CORPORATION, UNDER THE NEIGHBORHOOD STABILIZATION PROGRAM OF THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, FOR A LOAN SECURED BY A MORTGAGE AND NOTE IN AN AMOUNT NOT TO EXCEED %624, TO ACQUIRE AND REHABILITATE FORECLOSED RESIDENTIAL PROPERTIES FOR THE PURPOSE OF CREATING AFFORDABLE HOME OWNERSHIP OPPORTUNITIES FOR MODERATE INCOME HOUSEHOLDS; AUTHORIZING THE MAYOR TO EXECUTE AND THE CITY CLERWDEPUTY CITY CLERK TO ATTEST TO SAID AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the U.S. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title Ill of Division B of the Housing and Economic Recovery Act of 2008 (HERA) (PL- I ); and WHEREAS, the City must use NSP funding for the provision of safe, decent and affordable housing to individuals and families of low and middle incomes as defined by HUD for housing programs that assist citizens earning at or below 120% of the Area Median Income (AMI); and WHEREAS, Richard A. Stenholm Construction, Inc., A Florida corporation (the "Housing Provider") desires to serve as an owner, sponsor and, through an affiliated entity, developer of affordable housing targeted to moderate income citizens within the jurisdictional boundaries of the City; and WHEREAS, the City has determined that the Housing Provider is a capable candidate to provide such housing and render services under the NSP and is willing to provide funding in an amount not to exceed $624, ("NSP Funds"); WHEREAS, all allowable expenses to be reimbursed under this Agreement not to exceed $624, will be paid from NSP Index Codes GBClSQAC ($312,000 -Acquisition) and GBClSQAD-03401($312,000 -Rehabilitation) (Federal Funds-NSP); and WHEREAS, required by the CDBG Regulations, 24 CFR 570, that before disbursing any NSP funds to any entity, the Participating Jurisdiction must enter into a written agreement (the "Agreement") with that entity; and WHEREAS, it is in the best interest of the City of Tampa to enter into this Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA: Section 1. That the Agreement between the City of Tampa and Richard A. Stenholm Construction, Inc. to provide funding for the acquisition and construction/rehabilitation of a minimum of 6 affordable home ownership housing units in the Sulphur Springs, North Tampa Communitv, Universiw Square and Old West Tampa neighborhoods, a copy of which is attached hereto, is approved in its entirety in substantially similar form.

189 Section 2. That the Mayor of the City of Tampa is authorized to execute and the City ClerkIDeputy City Clerk to attest and affix the Official Seal of the City of Tampa to said Agreement on behalf of the City. Section 3. That the proper officers of the City of Tampa are hereby authorized and empowered to do all things necessary and proper to carry out and make effective the terms and conditions of this Resolution and the Agreement. Section 4. That this Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF TAMPA, FLORIDA ON 1 9. v I L L J 0 CHAIRMANICH IRMAN PRO-TEM, CITY COUNCIL ATTEST: APPROVED AS TO LEGAL SUFFICIENCY: ASSISTANT CITY ATTORNEY

190 NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT Acquisition/Rehabilitation Affordable Low to Moderate Income Homeownership Program THIS NEIGHBORHOOD STABILIZATION PROGRAM LOAN AGREEMENT, ("Agreement") is entered into in Tampa, Florida, on 2009, by and between the City of Tampa, a municipal corporation organized and existing under the laws of the State of Florida, ("City"), and Richard A. Stenholm Construction, Inc. ("Housing Provider"). RECITALS WHEREAS, the U.S. Department of Housing and Urban Development ("HUD") has awarded the City a grant under the Neighborhood Stabilization Program ("NSP") pursuant to Title 111 of Division B of the Housing and Economic Recovery Act of 2008 (HERA) to be used for NSP objectives; and WHEREAS, under NSP, foreclosed or abandoned properties as defined by HUD regulations may be acquired for rehabilitation then made available for homeownership to households earning at or below 120% Area Median Income (AMI); and WHEREAS, the City may provide portions of its fund award to Housing Providers capable of fulfilling such NSP objectives; and WHEREAS, the Housing Provider desires to serve as developer of affordable housing targeted to moderate-income residents earning at or below 120% Area Median Income and located in any or all of the Sulphur Springs, Old West Tampa, North Tampa Community, or University Square NSP Target Neighborhoods (the "Target Neighborhoods); and WHEREAS, the Housing Provider is acceptable to the City to receive NSP funds to be used pursuant to the terms and conditions of this Agreement, which funds shall be secured by a deferred payment promissory note and mortgage. NOW, THEREFORE, in consideration of the mutual covenants, promises and representations contained herein, the parties hereto agree as follows: ARTICLE I. SCOPE Section 1. General Objectives. Housing Provider shall develop and market single family affordable housing (the "NSP Units") in the Target Neighborhoods. All acquisition, repair, or rehabilitation activities shall be performed within the time periods and in the manner specified in Schedule A, attached hereto and by reference made a part hereof (the "Project"). The Project may include housing units that are not NSP Units, but the Housing Provider shall complete no fewer than the number of NSP Units agreed to in Schedule A. Only the activities, costs and expenses detailed in Schedule A shall be funded under this Agreement.

191 Section 2. Identification of Property(ies). Housing Provider shall identify each parcel of real property it seeks to acquire for Project purposes. The property shall meet the definition of foreclosed or abandoned properties under the NSP program guidelines and the proposed purchase price must reflect a discount not less than 1% of the property's appraised market value. Section 3. Subsequently Acquired Properties. If at the time of execution of this Agreement, the real property(ies) that the Housing Provider intends to acquire has not been identified, or if additional real property to be included in the Project is acquired after execution of this Agreement, then Schedule A shall be supplemented or amended to include the specific description and location of such property as soon as it or they are identified by the Housing Provider. Such amendments or supplements to Schedule A shall not require approval from City Council as long as the total funding under this Agreement remains unchanged and the NSP objectives set forth in this Article I are met. (a) Execution of Note and Mortgage. The total amount funded under this Agreement shall be evidenced by an NSP Loan Deferred Payment Note secured by a Mortgage (hereafter referred to as the "Note" and "Mortgage") that shall encumber all real property acquired by the Housing Provider in furtherance of the Project, whether existing at the time of execution or acquired subsequently, and secure all obligations of the Housing Provider under this Agreement. Housing Provider agrees and covenants that it shall provide all information and execute all documents, security agreements, mortgages, amendments or supplements that the City may require, at the City's discretion, to create, perfect, or extend the mortgage liens to any and all Project properties. The Note and Mortgage shall be in essentially the same format as the form instruments attached hereto as Exhibits "A" and "B" respectively. (b) Project Work. Prior to the purchase of any property, or the commencement of repair or rehabilitation on property already owned by the Housing Provider, each property and function identified by the Housing Provider in Schedule "A" shall be reviewed and approved through the City's Housing and Community Development Division ("HCDW)with the assistance of the City's Real Estate Division or such other City departments or instrumentalities as may be deemed necessary by the City in its sole discretion.. The HCD review process will include a cost reasonableness determination and a project underwriting analysis. All Project work shall be completed in a satisfactory and proper manner in compliance with all local building codes, including the Florida Building Code, the Housing and Community Development Division's Rehabilitation Standards, and statutes and ordinances pertaining to the provision of housing that is decent, safe, sanitary, and fit for habitation. Such work shall be performed, except as otherwise stated herein, by persons or instrumentalities solely under the domain and control of the Housing Provider. Housing Provider shall have written agreements with all parties involved in a Project to establish responsibilities and ensure compliance with all applicable requirements. (c) Plans and Permits. The Housing Provider shall complete the repair or rehabilitation required by this Project in accordance with the plans, drawings and specification filed and approved for permit(s) and/or construction by all applicable authorities including HCD.

192 (d) Completion Date. The Housing Provider shall have all NSP Project funding fully expended and the NSP units occupied by eligible households before the completion date defined or established in Schedule A, Section 3, Step 9 hereto (hereafter the "Completion Date"). All potential homebuyers of the NSP funded properties must complete HCD approved Home Buyer Education Training, and be income qualified by HCD staff prior to closing. (e) Failure to Meet Completion Date; Default. In the event that the Housing Provider defaults under this Agreement by failing to complete and sell to qualified homebuyers the total number of NSP Units required in this Agreement by the Completion Date, the Housing Provider, in addition to any other remedy available to the City under this Agreement, will be required to repay the City the pro-rated portion of the NSP assistance for each NSP Unit not certified as completed by the Completion Date. The pro-rated, per unit NSP assistance shall be calculated as the total amount of NSP project allocation divided by the number of NSP set-aside units. In addition, the Housing Provider shall transfer any NSP Funds on hand at the time of said default and any accounts receivable attributable to the use of NSP Funds to the City for deposit in the Local NSP Trust Account. (f) Compliance Monitoring. The Housing Provider shall comply with such other terms and conditions, including record keeping and reports for program monitoring and evaluation purposes, as may be established for the purpose of carrying out the NSP program in an effective and efficient manner. Housing Provider and the City are jointly responsible to HUD for the collection, preparation and retention of such information, data or reports required by HUD under the NSP program and the Housing Provider shall fully cooperate and participate with the City in performing such functions. ARTICLE 11. FUNDING; CONTRACTUAL RESPONSIBILITIES Section 1. Funding. City agrees to provide funding in an amount not to exceed $624,000.00, as provided in this Agreement, its Schedules, and Exhibits (including the related Note and Mortgage). Housing Provider shall use the funds solely for performance of the General Objectives as described in Article I and as specified in Schedule "A". Section 2. Fees. The City will allow and pay for fees that are normal and customary as part of the acquisition, and rehabiiitation process as set forth in Schedule "A". The Housing Provider shall provide written documentation to the City of all fees and other related Project costs for review prior to approval. Section 3. Program Delivery Costs. Construction management fees, soft costs and other project-related costs associated with rehabilitation, and property management during the marketing period shall be considered "Program Delivery" costs and shall be included in Schedule "A". Developer fees shall not exceed 12% of total Project costs and shall be paid from the sales proceeds at time of closing a sale to an eligible home buyer. Real Estate closing fees shall be paid at closing and will not exceed 6% of the sale price for each Housing Unit sold to an eligible home buyer. The City will not pay real estate commissions for abandoned or foreclosed properties acquired by the Housing Provider from mortgage lenders.

193 Section 4. Reimbursed Expenses. During the rehabilitation phase, Housing Provider may apply for periodic reimbursement from the City of all up-to-date expenses paid by the Housing Provider as provided in the Project Budget listed in Schedule A. These periodic reimbursement requests shall be limited to four applications with a minimum of ten percent (10%) held back for the last application, which shall only be made after a Certificate of Occupancy is issued. The City of Tampa will directly pay for, request and cause to be performed any appraisals, title search or examination, boundary surveys, and any required environmental reviews for each proposed project property and such expenses will not be reimbursed to the housing Provider.. Section 5. Sale of Property- Calculation of Sales Price. The sales price of each NSP Unit shall be in an amount equal to or less than the cost to acquire and redevelop or rehabilitate such home or property up to a decent, safe, and habitable condition. The maximum sales price for an NSP Unit shall be determined by aggregating all costs of acquisition, rehabilitation, and redevelopment (which includes related activity delivery costs which generally may include costs related to the sale of the property), or closing costs. The City will determine the final sales price of each NSP Unit prior to entering into a purchase and sale contract with an eligible buyer. ARTICLE 111. EFFECTIVE DATE AND TERM OF AGREEMENT This Agreement shall be effective on the last date of execution by a Party and be coterminous with the Eligibility Period, as said period is described below in this Agreement. Execution by the City shall be defined as signature by the Mayor and attestation by the City Clerk after authorization from City Council. ARTICLE IV. QUALIFICATION AS AFFORDABLE HOUSING For purposes of this agreement, the Housing Provider agrees and covenants that it shall comply with all income qualifications (individuals/families who's income does not exceed 120% AMI), eligibility requirements and affordability requirements of the NSP program as set forth in HER4 2008, as it may be amended from time to time, and the affordability requirements as specified in the City's Consolidated Plan as to the ownership of NSP Units during the term of this Agreement. Section 1. Income Determinations and Eligibility Requirements. The Housing Provider shall determine each NSP Unit homebuyer's eligibility by initially confirming that the homebuyer's annual income is in compliance with NSP program income limits. All NSP Units must be sold to moderate-income persons, (earning at or below 120% AMI). The total household income of any respective homebuyer wiil be determined and verified by the City for compliance with these income limits prior to closing and acquisition of title and meeting these eligibility requirements will be a condition to closing the sale. The City must confirm the income certification and/or qualification of each potentiai NSP assisted home buyer. Section 2. Affordability Period. The NSP Unit(s) shall be reserved for income qualified homeowners for fifteen (15) years (the "Affordability Period). The Affordability Period shall begin to run from the date of title transfer to the first eligible homeowner as reflected by the recording date on the deed.. The City will annually monitor these

194 NSP Units for the entire Eligibility Period to verify compliance with income, affordability and Housing Quality Standards (HQS). Section 3. Use Restriction Covenants. No later than the date of closing on the purchase of any property where the Housing Provider will develop one or more NSP Unit, the Housing Provider shall execute and deliver a Land Use Restriction Agreement ("LURA") binding on its transferees, successors or assigns in favor of the City setting forth the affordability requirements and making compliance with the same covenants running with the land for a period of time equal to the Affordability Period. Section 4. RepaymentIRecapture of NSP Funds. In the event the Project, or any NSP Unit therein, does not meet the affordability requirements in this Agreement, the Housing Provider shall reimburse the City the amount of NSP Funds secured by the recorded NSP mortgage and note. The City shall recoup funds in accordance to HERA and deposit the recaptured funds in the City's NSP Trust Account to be used for other NSP eligible affordable housing activities at the discretion of the City. Section 5. Use of NSP Funds. The NSP Funds provided under this Agreement must meet the City's Consolidated Plan objectives and shall be used for the acquisition and rehabilitation of affordable housing for sale to individuals earning at or below 120% AMI. Section 6. Method of Fund Reimbursement - Documentation for Reimbursement Requests. City shall reimburse Housing Provider for all NSP eligible costs in accordance with the Budget and Reimbursement Form attached hereto The Housing Provider shall retain copies of invoices, canceled checks, or other documentation to establish that the work required under Schedule A has been completed and paid for by the Housing Provider and all such documentation shall be available to the City upon request. Requests for reimbursements, at the option of the City and as a condition precedent to reimbursement, shall be accompanied by an acknowledgement of payment and release of mechanic's lien executed by the contractor and any other subcontractor, laborer, supplier or material man who may be entitled to a claim on the Project Property. ARTICLE V. CANCELLATION OF AGREEMENT PRIOR TO FUNDING Except as otherwise provided herein, either party may cancel this Agreement at any time prior to any transfer of NSP Funds to the Housing Provider by providing the other party with a minimum of thirty (30) days advance written notice. ARTICLE VI. OBLIGATIONS SECURED BY MORTGAGE In addition to the monetary sums secured by the Note and Mortgage (Art. I, Sec. 2(b) above), all obligations of the Housing Provider under this Agreement, including but not limited to compliance with the affordability and eligibility requirements in Article IV hereof, shall be secured by the lien of that Mortgage and any default under this Agreement shall also be a default under that Mortgage.

195 ARTICLE VII. DEFAULT A default shall consist of any violation, whether by performance or omission, of any obligation or covenant created under this Agreement, or the Note, or Mortgage securing the obligations hereof, including but not limited to any use of NSP Funds for a purpose other than as authorized by this Agreement, applicable laws, noncompliance with NSP Program Requirements, or a misrepresentation in the application submission which, if known by City, would have resulted in NSP Funds not being provided. In addition, the Housing Provider will be in default of this Agreement, and the Note and Mortgage, if it defaults under an obligation secured by a lien that is superior to the City's, whether that lien encumbers the Project properties with or without the consent of the City. In the event of a curable default, the City shall provide Housing Provider with a Notice of Default describing the event(s) or act(s) of default and providing a reasonable period in which to cure the same. For purposes of this Agreement, thirty (30) days shall be deemed a reasonable period in which to cure a default. The City is not obligated to provide notice of default and an opportunity to cure to the Housing Provider as to defaults which are incapable of correction or cure. For purposes of this Agreement, if the City is served with a complaint to foreclose a superior mortgage or other lien, the City will not have an obligation to provide notice and an opportunity to cure to the Housing Provider and may seek a judicial remedy available to the City in said foreclosure action. ARTICLE VIII. NON-ASSIGNABILITY This Agreement shall not be assigned by either Party. ARTICLE IX. MODIFICATION Except as provided herein in connection with Schedule A, this Agreement may only be amended or modified by a written instrument executed by the duly authorized representatives of the parties hereto. ARTICLE X. COMPLIANCE WITH LOCAL, STATE AND FEDERAL RULES REGULATIONS AND LAWS Section 1. Regulations Applicable to all Housing Providers. All Housing Providers shall comply with all applicable laws, orders, and codes of the State and Local governments as they pertain to this Agreement, including, but not limited to, the NSP Program requirements of HERA 2008, and all of the following when applicable: 24 CFR Part 570, as amended - The regulations governing the Community Development Block Grant Program 24 CFR Part 1 and 6, Public Law , Fair Housing Act - The regulations issued following Title VI of the 1964 Civil Rights Act and Section 109 of the 1975 Housing and Community Development Act that prohibits discrimination in HUD programs based on sex, race, color, national origin, and religion and administer all programs and activities in a manner to affirmatively further the policies of the Fair Housing Act.

196 24 CFR Part 107 and The regulations issued following Executive Order and Executive Order which prohibits discrimination and promotes equal opportunity in housing. Section 504 of the Rehabilitation Act of 1973, 24 CFR Part 40 and 41 - The regulations that sets forth policies and procedures for the enforcement of standards and requirements for handicap accessibility. The Architectural Barriers Act of 1968 and the American with Disabilities Act provide additional laws on accessibility and civil rights to individuals with disabilities. Age Discrimination Act of 1975 (42 U.S.C. 6101) - The regulation that prohibits discrimination on the basis of age. 29 CFR Parts 3 and 5 - The regulations on labor standard provisions that include the payment of prevailing wages on federally assisted projects as mandated by the Davis- Bacon Act and Contract Work Hours and Safety Standards Act. 24 CFR Part 70 provides information on the use of volunteers. Copeland " Anti-Kickback" Act (1 8 U.S.C. 874 and 40 U.S.C. 276c) - The regulations on contracts for construction or repair awarded by Housing Provider shall include a provision for compliance with the Copeland "Anti-Kickback" Act. 24 CFR Part 58 - The regulations prescribing the Environmental Review procedure under the National Environmental Policy Act of CFR Part The regulations outlining the procedures for the protection of historic and cultural properties. 24 CFR Part 7 and 41 CFR Part 60 equal employment opportunity without regard to race sex, color, religion, age, national origin, and disability in federally assisted construction contracts. Residential Lead Based Paint Hazard Reduction Act of The regulations implemented by 24 CFR Part 35, Subpart B imposes certain requirements on disclosure of lead base paint hazards. 24 CFR Part 24- The regulations that prohibit use of debarred or suspended contractors on federally assisted projects and Drug Free Workplace requirements; issued according to Executive Order CFR Part 49 - The regulations on eligibility restrictions for certain resident aliens. 24 CFR Part 87 and Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) - The regulations for restrictions on lobbying and required certifications. Executive Order The regulations on increasing opportunities and access for Disadvantaged Businesses. HUD requirements - All other required reports, circulars, and procedures when applicable. Administrative Procedures - The rules issued by the City of Tampa in relation to process and procedures.

197 Clean Air Act (42 U.S.C. 7401) and the Federal Water Pollution Control Act (33 U.S.C et seq.) - The regulations and provision that requires compliance with all applicable standards, orders, or regulations issued following the rule. ADA Compliance. The Housing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (All local, state and federal codes shall apply). These regulations govern the availability of housing with accommodations for handicapped individuals. Minority and Women's Business Enterprises. The requirements of Executive Orders , 12432, 12 I38 and 24 CFR 85.36(e) applies to grants under this part. Consistent with HUD's responsibilities under these Orders and with the City's Ordinance No Part 2, the Housing Provider must make efforts to encourage the use of minority and women's business enterprises in connection with funded activities. Section 2. Other Local, State and Federal Requirements. The Housing Provider, its employees and agents, shall comply with all applicable City Codes, ordinances and procedures and policies set forth in the City of Tampa Housing and Community Development Division's Manual of Procedures and Standards, including but not limited to the following: (a) Section 3. The purpose of Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) (Section 3) is to ensure that employment and other economic opportunities generated by HUD financial assistance (greater than $100,000) shall, to the greatest extent feasible, and consistent with existing Federal, State and local laws and regulations, be directed to low- and very low income persons, particularly those who are recipients of government assistance for housing, and to business concerns which provide economic opportunities to low- and very low-income persons. Compliance with the provisions of Section 3 shall be a condition of the Federal financial assistance provided under this contract and binding upon the City, the Housing ProviderIHousing Provider and any of the Housing ProviderIHousing Provider's subcontractors. Failure to fulfill these requirements shall subject the Housing ProviderIHousing Provider and any of the Housing ProviderlHousing Provider's subcontractors, their successors and assigns, to those sanctions specified by the Agreement through which Federal assistance is provided. The Housing Provider/Housing Provider certifies and agrees that no contractual or other legal incapacity exists that would prevent compliance with these requirements. The Housing ProviderIHousing Provider will not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Part 135 and will not let any subcontract unless the entity has first provided it with a preliminary statement of ability to comply with the requirements of these regulations. The Housing ProviderlHousing Provider further agrees to comply with these Section 3 requirements to include the following language in all subcontracts executed under this Agreement: "The work to be performed under this Agreement is a project assisted under a program providing direct Federal financial assistance from HUD and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 8

198 1968, as amended (12 U.S.C. 1701). Section 3 requires that to the greatest extent feasible opportunities for training and employment be given to low- and very lowincome residents of the project area, and that contracts for work in connection with the project be awarded to business concerns that provide economic opportunities for lowand very low-income persons residing in the metropolitan area in which the project is located. " The Housing Provider agrees to notify the City, at the time the construction cost work write up is submitted for consideration, of any and all job openings related to the project. The Housing ProviderIHousing Provider further agrees to ensure that opportunities for training and employment arising in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project are given to low- and very low-income persons residing within the City of Tampa; where feasible, priority should be given to low- and very lowincome persons within the service area of the project or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs; and award contracts for work undertaken in connection with a housing rehabilitation (including reduction and abatement of lead-based paint hazards), housing construction, or other public construction project to business concerns that provide economic opportunities for low- and very low-income persons residing within the metropolitan area in which the CDBG-funded project is located; where feasible, priority should be given to business concerns that provide economic opportunities to low- and very low-income residents within the service area or the neighborhood in which the project is located, and to low- and very low-income participants in other HUD programs. Housing Provider shall submit to HCD a Section 3 Plan for each house acquired with NSP funding, and shall submit a Final Section 3 report with the final draw for each house. (b) ADA Compliance. The Housing ProviderIHousing Provider shall comply with the applicable provisions of the Americans with Disabilities Act (42 U.S.C ) and implementing regulations at 28 CFR part 35 (state and local government grantees). Section 3. Nondiscrimination in Housing. The Housing Provider shall not discriminate on the basis of race, creed, religion, color, age, sex, marital status, familial status, national origin, or handicap in the award application process for eligible housing. Section 4. Provisions Applicable to Non-Profit Housing Providers In addition to complying with all the foregoing provisions in Sections 1, 2 and 3 above, if the Housing Provider is a non-profit entity, it shall comply with the following: Uniform Relocation Assistance and Real Property Acquisition Policies Act of These policies provide for displacement, relocation assistance, and real property acquisition as defined by 42 U.S.C (URA) (42 U.S.C. 4601), and implementing regulations issued by the Department of Transportation at 49 CFR part 24 and section 104(d) of the Housing and Community Development Act of 1974 (42 U.S.C. 5304(d)). 24 CFR Part 84 and OMB Circular A Uniform Administrative Requirements for Grants and Agreements with Institutions of Higher Education, Hospitals and Non-Profit

199 Organizations. These regulations include the Conflict of Interest provision under 24 CFR and 570 as it applies to procurement. OMB Circular A-122 -The regulations that identify cost principals for nonprofits. OMB Circular A The regulations concerning annual audits. Section 5. Public Records and Reporting. The Housing Provider shall assist the City in complying with any public records requests to the City related to or connected with this Agreement. The Housing Provider shall provide quarterly reports and an annual report with information on the Project detailing the information for applicable federal, state and local programs, including, but not limited to the number of households served by income category, age, family size, race, and data regarding any special needs populations. Also, such reports shall contain information concerning support services available to the residents of affordable housing provided by local programs. ARTICLE XI. PROPERTY STANDARDS Section 1. Housing Construction Standards. All housing rehabilitation and construction work using NSP Funds shall meet all applicable state and local construction codes (including but not limited to the Florida Building Code or Housing and Community Development Division Rehabilitation Standards and zoning ordinances at the time of Project completion.. All NSP Unit housing shall meet the accessibility requirements at 24 CFR Part 8, which implements Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794) and shall also meet the design and construction requirements at 24 CFR , which implement the Fair Housing Act (42 U.S.C ). Housing Provider shall promptly correct all cited code violations and avoid any fines or assessments or related liens to be imposed on the Project property. The Housing Provider shall maintain the NSP Unit housing in compliance with allapplicable state and City of Tampa housing quality standards and code requirements for the duration of the Eligibility Period. The Housing Provider is responsible for maintenance, repair and upkeep of each NSP Unit. City reserves the right to inspect the NSP Unit(s) for compliance with the standards listed above at Certification of Occupancy. All contractors must adhere to the HCD ENERGY EFFICIENCY MEASURES (REHAB & INFILL) and follow Sustainability practices for demolition/deconstruction, the use of recycled materials and, the use of additional energy savings designs, systems or equipment. Section 2. Environmental Conditions and Historic Preservation. Air and Water The Housing Provider agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: Clean Air Act, 42 U.S.C., 7401, et seq.; Federal Water Pollution Control Act, as amended, 33 U.S.C., 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports, and information, as well as other requirements specified in said Section 114 and Section 308, and all regulations and guidelines issued thereunder; Environmental Protection Agency (EPA) regulations pursuant to 40 CFR Part 50, as amended. Flood Disaster Protection In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. 4001), the Housing Provider shall assure that for activities located in an area identified by the Federal Emergency Management Agency (FEMA) as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained

200 and maintained as a condition of financial assistance for acquisition or construction purposes (including rehabilitation). Historic Preservation The Housing Provider agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (I 6 U.S.C. 470) and the procedures set forth in 36 CFR Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this agreement. In general, this requires concurrence from the State Historic Preservation Officer for all rehabilitation and demolition of historic properties that are fifty years old or older or that are included on a Federal, state, or local historic property list. Section 3. Lead Paint Hazards. The Housing Provider will comply with HUD's key requirements for all rehabilitation projects. The Housing Provider will perform all housing rehabilitation activities in compliance with the Lead Safe Housing Rule, 24 CFR 35, unless the property was constructed on or after January 1, 1978 or for any rehabilitation that does not disturb a painted surface. For rehabilitation activity on pre-1978 units that disturbs a painted surface, the following provisions shall apply: Lead-Based Paint The Housing Provider agrees that any construction or rehabilitation of residential structures with assistance provided under this Agreement shall be subject to HUD Lead-Based Paint Regulations at 24 CFR , and 24 CFR Part 35, Subpart B. Such regulations pertain to all CDBG-assisted housing and require that all owners, prospective owners, and tenants of properties constructed prior to 1978 be properly notified that such properties may include lead-based paint. Such notification shall point out the hazards of leadbased paint and explain the symptoms, treatment and precautions that should be taken when dealing with lead-based paint poisoning and the advisability and availability of blood lead level screening for children under seven. The notice should also point out that if lead-based paint is found on the property, abatement measures may be undertaken. The regulations further require that, depending on the amount of Federal funds applied to a property, paint testing, risk assessment, treatment and/or abatement may be conducted. Paint testing. The Housing Provider shall either perform paint testing on the painted surfaces to be disturbed or replaced during rehabilitation activities, or presume that all these painted surfaces are coated with lead-based paint. Residential property receiving an average of up to and including; $5,000 per unit in Federal rehabilitation assistance. (1) Conduct paint testing or presume the presence of leadbased paint. If paint testing indicates that the painted surfaces are not coated with lead-based paint, safe work practices and clearance are not required. (2) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed. (3) After completion of any rehabilitation disturbing painted surfaces, perform a clearance examination of the worksite(s) in accordance with Sec Clearance is not required if rehabilitation did not disturb painted surfaces of a total area more than that set forth in Sec O(d). Residential propertv receiving an average of more than $5,000 and up to and including $25,000 per unit in Federal rehabilitation assistance. (1) Conduct paint testing or presume the presence of lead-based paint. (2) Perform a risk assessment in the dwelling units receiving 11

201 Federal assistance, in common areas servicing those units, and exterior painted surfaces, in accordance with Sec (b), before rehabilitation begins. (3) Perform interim controls in accordance with Sec of all lead-based paint hazards identified. (4) Implement safe work practices during rehabilitation work in accordance with Sec and repair any paint that is disturbed and is known or presumed to be lead-based paint. Communication with residents. The Housing Provider must ensure that eligible buyers receive, upon the completion of any lead hazard reduction work and prior to the sale of the NSP Unit, a Notice of Lead Hazard Reduction. ARTICLE XII. EQUAL EMPLOYMENT OPPORTUNITY; WOMEN AND MINORITY BUSINESS ENTERPRISES The Housing Provider shall comply with the City of Tampa Code of Ordinances Chapter 26.5 Part 11, regarding Equal Employment Opportunity and Affirmative Action. ARTICLE XIII. CONFLICT OF INTEREST The Housing Provider represents and warrants that no member of, or Delegate to, the Congress of the United States has been or shall be admitted to any share or part of this contract or to any benefit to arise from the same. The Housing Provider represents and warrants that no member of the governing body of the locality in which the project is situated, and no other public official of such locality or localities who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision-making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (1) year thereafter. The Housing Provider represents and warrants that no person who is an employee, agent, consultant, officer, or elected or appointed official of the Housing Provider and who exercises or has exercised any functions or responsibilities with respect to activities assisted with NSP Funds, or who is in a position to participate in a decision making process or gain inside information with regard to such assisted activities, has or may obtain a financial interest or benefit from the assisted activity, or have any interest in any contract, subcontract, or agreement with respect thereto, or the proceeds thereunder, either for himself or herself or for those with whom he or she has family or business ties, during his or her tenure or for one (I) year thereafter. ARTICLE XIV. PROJECT PUBLICITY Any news release or other type of publicity pertaining to the work performed pursuant to this Agreement shall recognize the City as a participant. ARTICLE XV. MARKETING NSP UNITS

202 The Housing Provider has primary responsibility to market available NSP Units. The Housing Provider shall affirmatively and aggressively market any NSP Unit available for purchase without regard to race, color, national origin, sex, religion, familial status or disability. The Housing Provider, in soliciting potential homebuyers, shall do the following: Use the Equal Housing Opportunity logo in all advertising; Display a Fair Housing poster in the sales office; Where appropriate, advertise using media likely to reach persons least likely to apply for the housing such as minority outlets and newspapers. Maintain files of the affirmative marketing activities for five (5) years and provide access thereto to City Staff; Verify all information concerning NSP applicants or household members, which may be obtained from any source by the Housing Provider, or its assignees or designees. All potential NSP Unit home buyers will be required to complete an HCD approved Homebuyer Education class prior to closing. Potential NSP Unit home buyers must be income qualified by HCD as having household income at or below 120% AM1 as required by NSP regulations. ARTICLE XVI. MAINTENANCE OF RECORDS Housing Provider shall maintain such records and accounts, including program records, project records; financial records; program administration records; equal opportunity and fair housing records; Women and Minority Business Enterprise (WMBE) records; income determinationleligibility records; records supporting exceptions to the conflict of interest prohibition; and any other records as are deemed necessary by the City to assure a proper accounting and monitoring of all NSP Funds. Failure to or improper maintenance of records as required under this Article shall de a default under this Agreement and provide grounds for termination of the same. With respect to all matters covered by this Agreement, records will be made available for examination, audit, inspection or copying purposes at any time during normal business hours and as often as the City may require. Housing Provider will permit same to be examined and excerpts or transcriptions made or duplicated from such records, and audits made of all contracts, invoices, materials, records of personnel and of employment and other data relating to all matters covered by this Agreement. The City's right of inspection and audit shall be in addition to any rights to inspection or audit by another agency, whether local or State. The Housing Provider shall retain all records and supporting documentation applicable to this Agreement for the most recent five-(5) year period, except as provided below:

203 (a) (b) (c) Records shall be retained for five (5) years after the project completion date; except that records of individual income verifications, and project inspections must be retained for the most recent five (5) year period, until five (5) years after the eligibility period terminates. Written agreements shall be retained for five (5) years after the agreement terminates. If any litigation, claim, negotiation, audit, monitoring, inspection or other action has been started before the expiration of the required record retention period, records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the required period, whichever is later. ARTICLE XVII. AUDITIFINANCIAL STATEMENT REQUIREMENTS During the term of this Agreement, Housing Provider shall provide the City with its annual audit or financial statement within ninety (90) days of the end of each operating year. Said auditlfinancial statement shall be prepared by an actively licensed certified public accountant. Non-Profit organizations must provide audited financial statements as requested. ARTICLE XVIII. NEGATION OF AGENT OR EMPLOYEE STATUS The Housing Provider acknowledges and represents that it is an independent agent, and nothing contained herein shall in any way be construed to constitute or define the Housing Provider or any of its assistants, representatives, agents, subagents, employees, contractors, partners, affdiates, holding companies or subsidiaries to be representatives, agents, subagents, or employees of the City. The Housing Provider acknowledges that the City is not required to withhold any federal income tax, social security tax, state and local tax, or to secure workers' compensation insurance or employers' liability insurance of any kind, or to take any other action with respect to such insurance or taxes on behalf of the Housing Provider, or its assistant(s), representatives, agents, subagents, employees or contractors. In no event and under no circumstances shall any provision of this Agreement make the City liable to any person or entity that contracts with or that provides goods or services to Housing Provider in connection with services that the Housing Provider has agreed to perform hereunder or otherwise, or for any debts or claims of any nature accruing to any person or entity against Housing Provider. There is no contractual relationship or third party relationship, either express or implied, between the City and any person or entity supplying any work, labor, services, goods or materials to Housing Provider as a result of this Agreement. ARTICLE XIX. SUBCONTRACTS Housing Provider shall conduct and supervise all work pursuant to this Agreement. If any part of the work is assigned or subcontracted, it shall not in any way affect the provisions of this Agreement and Housing Provider remains at all times responsible for the work of subordinates, subcontractors and or assigns unless expressly released from such responsibility by the City. Housing Provider may subcontract the rehabilitation of NSP Units to properly licensed

204 and insured contractors as approved by the City. Any substitution of contractors must be reviewed and approved by HCD staff. Davis Bacon. The Housing ProviderIHousing Provider agrees to comply with the requirements of the Secretary of Labor in accordance with the Davis-Bacon Act as amended, the provisions of Contract Work Hours and Safety Standards Act (40 U.S.C. 327 et seq.) and all other applicable Federal, state and local laws and regulations pertaining to labor standards insofar as those acts apply to the performance of this Agreement. The Housing Provider agrees to comply with the Copeland Anti-Kick Back Act (18 U.S.C. 874 et seq.) and its implementing regulations of the U.S. Department of Labor at 29 CFR Part 5. The Housing Provider shall maintain documentation that demonstrates compliance with hour and wage requirements of this part. Such documentation shall be made available to the City for review upon request. The Housing Provider agrees that, except with respect to the rehabilitation or construction of residential property containing less than eight (8) units, all contractors engaged under contracts in excess of $2, for construction, renovation or repair work financed in whole or in part with assistance provided under this contract, shall comply with Federal requirements adopted by the City pertaining to such contracts and with the applicable requirements of the regulations of the Department of Labor, under 29 CFR Parts 1,3,5 and 7 governing the payment of wages and ratio of apprentices and trainees to journey workers; provided that, if wage rates higher than those required under the regulations are imposed by state or local law, nothing hereunder is intended to relieve the Housing Provider of its obligation, if any, to require payment of the higher wage. The Housing Provider shall cause or require to be inserted in full, in all such contracts subject to such regulations, provisions meeting the requirements of this paragraph. ARTICLE XX. INDEMNIFICATION The Housing Provider shall defend, hold harmless and indemnify the City from and against any and all liability, injury, loss, claims, damages, costs, reasonable attorneys' fees and expenses of whatever kind or nature which the City may sustain, suffer or incur or be required to pay by reason of: (a) (b) (c) The loss of any monies paid to Housing Provider; Fraud, defalcation or dishonesty on the part of any person representing, employed by, contracted or subcontracted by Housing Provider; Any act, omission, wrongdoing, misconduct, want of care or skill, negligence or default on the part of Housing Provider or any of its contractors, subcontractors, sub-subcontractors, material men, suppliers and laborers in the performance of this Agreement or the operation of the Project; or The indemnity hereunder shall survive termination of the Agreement. In the event that any action, suit or proceeding is brought against the City upon any claim related to or arising out of this Agreement or the Project, or any other matter indemnified against, the City at once shall give notice in writing thereof to Housing Provider in the manner provided for notices in this Agreement.