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                              PREBLE COUNTY
          BOARD OF MENTAL RETARDATION & DEVELOPMENTAL DISABILITIES

                                HOUSING AGREEMENT
This Housing Agreement (hereinafter referred to as this “Contract”) is entered into on this 11th
day of March 2008 by and between PREBLE COUNTY BOARD OF MENTAL RETARDATION
AND DEVELOPMENTAL DISABILITIES, located at 201 East Lexington Road, Eaton, Ohio
45320 (hereinafter referred to as the “Board”), and FOUNDATION FOR THE CHALLENGED,
located at 5970 Wilcox Place, Suite E, Dublin, Ohio 43016 (hereinafter referred to as the
“Foundation”), for the purpose of developing, acquiring and managing, or locating housing by
the Foundation for individuals with mental retardation/developmental disabilities.

        WHEREAS, pursuant to O.R.C. Chapter 5126.051(A), the Board shall, to the extent that
resources are available, provide for or arrange residential services and supported living for
individuals with mental retardation and/or developmental disabilities and may acquire, convey,
lease or sell property for residential services and supported living and enter into loan
agreements, including mortgages for the acquisition of such property; and

       WHEREAS, pursuant to O.R.C. Chapter 5126.05(C), the Board may, upon such terms
as may be agreeable, enter into contracts with public or private, nonprofit or profit making
agencies or organizations of the same or another county, to provide the facilities, programs and
services authorized or required in accordance with O.R.C. Chapter 5126; and

        WHEREAS, both the Board and the Foundation seek to facilitate individual choices in
selection of housing which enables Preble County persons with mental retardation and/or
developmental disabilities to be integrated in the Preble County, Ohio community with persons
who do not have disabilities; and

        WHEREAS, through state community assistance funds and other available resources as
determined by the Board, and in compliance with supported living sections as contained in
Chapter 5126 of the Ohio Revised Code as well as other applicable laws and regulations of the
State of Ohio and the United States Government, the Board has means to provide support for
this endeavor;

       NOW, THEREFORE, the Board and the Foundation for adequate and sufficient
consideration, and intending to be legally bound, hereby agree as follows:

                             ARTICLE 1: TERM OF AGREEMENT

The provisions of this Contract shall become effective on March 11, 2008 and shall remain in
force for a period of one year after the effective date of this Agreement above. This Contract is
renewable on an annual basis for a period of four (4) additional years, as the parties shall agree.

                   ARTICLE 2: PROPERTIES PURCHASED/FUNDED WITH
                   ODMR/DD COMMUNITY CAPITAL ASSISTANCE FUNDS

1.     To the extent funds are available, the Board shall make reasonable efforts to partner
with and support the Foundation in applications and use of state community capital assistance
funds (“State Capital Funds”). The State Capital Funds are to be used by the Foundation to
acquire or renovate single-family residential properties (“Homes”) to be used exclusively for the
provision of housing for individuals with mental retardation and/or developmental disabilities
who are residents of Preble County (“Residents”).

2.      Prior to the purchase of a Home using State Capital Funds provided by the Board, the
Foundation shall undertake a due diligence process with respect to such Home to ensure that
such Home shall reasonable serve the needs of the Residents who will be living in such Home.
Furthermore, prior to closing on the Home the Foundation must provide the Board with a written
notice that details the specific economic terms of such proposed purchase in substantially the
form of Schedule 1 attached to this Contract. Such notice must also delineate the amount of
support that will be requested by the Foundation through the Individual Support Plan (“ISP”)
process for the Residents who will be living in such Home in order to purchase such Home.

3.      As a condition of the receipt of the State Capital Funds, and to ensure that State Capital
Funds are used exclusively to provide housing for the Residents, the Foundation agrees to the
following restrictions concerning its ability to dispose of Homes acquired, in whole or in part,
with State Capital Funds:

   a. No such Home, nor any interest in any such Home, shall be sold, transferred, conveyed,
      mortgaged, pledged or otherwise disposed of or encumbered, without the Board’s
      express written consent. Any funds realized by the Foundation from any such
      transaction shall either be, as mutually agreed upon, either (i) repaid to the Board as
      provided herein, or (ii) used by the Foundation to acquire a Home exclusively for the
      provision of housing for Residents who are referred to the Foundation by the Board.

   b. In the event of the sale, transfer, conveyance or other disposition of any such Home and
      the proceeds are not used by the Foundation to acquire another Home as provided in
      3.a above, the Foundation shall repay to the Board a pro-rated portion of the State
      Capital Funds used to purchase such Home, plus interest on the amount of the State
      Capital Fund used for such Home at the rate of 10 percent per annum. However, if such
      sale, transfer, conveyance or other disposition of a Home is pursuant to a request of the
      Board, then no interest shall be charged on the amount of the State Capital Fund used
      for such Home. The grant amount and interest, if applicable, is referred to as the
      “Repayment Obligation”. The amount of the Repayment Obligation determined above is
      reduced based on the number of full years the Home had been owned by the
      Foundation using the State Capital Funds. The amount of the reduction is 5 percent of
      the original Repayment Obligation for each full year for the first ten years and 10 percent
      for each full year for the next five years. If the Home is sold after fifteen years from the
      date of receiving the State Capital Fund, the Foundation has no obligation to pay a
      Repayment Obligation to the Board from the sale of such Home.

   c. To secure the Repayment Obligation for the State Capital Funds used by the Board as
      described above, the Foundation agrees to grant the Board a security interest in each
      Home it purchases, in whole or in part, with any State Capital Funds provided by Board
      pursuant to this Contract.

   d. At the time of the closing of the purchase of such Home using State Capital Funds, the
      Foundation shall deliver to the Board a properly executed and recordable mortgage
      deed to perfect Board’s security interest.




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i.   To the extent that State Capital Funds or other public monies are provided by the
     Board for use by the Foundation to acquire a Home, Board shall maintain a legal
     interest in each such acquired Home in accordance with the terms and conditions of
     the revenues used to acquire the Home and in accordance with the provisions of the
     "Project Agreement, Supported Living Housing Program" between the Board and the
     Ohio Department of Mental Retardation and Developmental Disabilities
     (“Department”). The Board shall maintain its interest through a note and mortgage
     on each such Home. The mortgage on the Home must secure an amount equal to
     the amount of State Capital Funds given by the Board to the Foundation for the
     acquisition of the Home.
ii. The Foundation agrees to grant the Board a security interest in any Home it
    purchases with State Capital Funds provided by the Board, as well as equipment
    purchased with other funds granted by the Board. The Foundation acknowledges
    that, in the event of default under this Contract by the Foundation, then any Home
    wherein the Board has a security interest, the Board, or another nonprofit corporation
    designated by the Board, may be substituted for the original title holder and title to
    the Home shall be transferred to the Board, or the designated nonprofit corporation,
    should the Board so require. In the event the Board requires the Foundation to
    transfer title of the Home to the Board, or to another nonprofit corporation, as
    provided herein, the Board, or designated nonprofit corporation must (A) repay the
    Foundation for any cash contribution made by the Foundation to acquire and/or
    renovate the Home; and (B) assume responsibility for any mortgage indebtedness
    then existing on the Home at the time of the transfer of title. Furthermore, with
    respect to any security interest held by the Board, upon such transfer the
    Foundation’s responsibility for the indebtedness secured by such security interest
    shall then cease.
iii. In the event of the Foundation’s default on any mortgage on any Home which is
     superior to the Board’s security interest, or to otherwise comply with the terms and
     conditions of this Contract, the Board shall have the right, upon three days written
     notice to the Foundation, to enter upon the Home and to take control thereof by
     notifying all Residents to pay rents to the Board, subject to any limitations imposed
     by the superior security interest. In such event, Board shall use any such rents, and
     any other funds receipt on account of such Residents, solely for the purpose of
     payment of mortgage payments, taxes, insurance premiums, utility bills,
     maintenance and repair expenses, or other obligations connected with such Home.
     The Board shall, upon request, provide the Foundation with an accounting of the
     receipt and disbursement of funds connected with such Home.
iv. In the event of the Foundation’s material failure to comply with the terms and
    conditions of the Board’s security interest, or any requirement of this Contract, the
    Board shall begin the process outlined in Article 6 to terminate this Contract. If the
    Board and the Foundation cannot resolve the dispute, at the request of the Board the
    Foundation shall transfer title to any Homes acquired by the Foundation pursuant to
    this Contract to the Board or to a substitute nonprofit corporation designated by
    Board. Upon such transfer, the Board, or designated nonprofit corporation, shall (A)
    accept and thereafter assumes and agrees to comply with all obligations and
    payments due under all notes, mortgages and affordable housing grants on the
    Homes; (B) hold the Foundation harmless from such liabilities; and (C) assume and
    agree to pay and be responsible for the obligations of the Foundation under all
    leases with Residents for such Homes and any other contracts or agreements with



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           regard to the purchase and financing of such Homes that were undertaken by the
           Foundation under the terms of this Contract. In the event of any transfer made
           pursuant to this paragraph, the Board is not obligated to repay the Foundation for
           any cash contribution made by the Foundation to acquire and/or renovate the
           Homes. Furthermore in the event of any transfer made pursuant to this paragraph,
           the Board is not obligated to assume any contracts or other agreements of the
           Foundation related to the maintenance and management of the Homes.
       v. In the event that the value of any Home acquired by the Foundation pursuant to this
          Contract must be determined under this Agreement, the parties agree to have the
          Home appraised as provided in this paragraph. In such situation, each party selects
          one qualified appraiser and then those two appraisers select a third qualified
          appraiser. The fair market value of the Home shall then be based on the average of
          the three appraised values determined by the three appraisers, which fair market
          value is binding on the parties.

   e. As to each Home acquired by the Foundation, in whole or in part, with State Capital
      Funds from the Board, the Foundation shall provide to the Board, within forty-five (45)
      days of closing, a copy of the final closing statement, the deed, and any notes and
      mortgages concerning the Home acquired by the Foundation.

4.      If the amount of the State Capital Funds provided by the Board is less than the amount
needed to purchase the Home, the Board acknowledges that the Foundation must either (a)
incur other indebtedness or (b) obtain affordable housing grants to acquire and/or renovate such
Home. In such situation, the Board agrees to subordinate its security interest to the security
interest held by the lender and/or grant funder (“First Mortgage”) providing the additional funds
to the Foundation to acquire and/or renovate such Home. The Foundation may re-finance the
First Mortgage at any time upon written notice to the Board; provided, however, the amount of
the indebtedness secured by the First Mortgage may not be increased without the written
consent of the Board, which may not be unreasonably withheld. Except for the First Mortgage,
the Foundation may not grant any further security interest in the Home without the written
consent of the Board, which may not be unreasonably withheld.

5.      The only assets and funds of the Foundation subject to the terms of this Contract are
those assets and funds in which the Board has a security interest arising out of this Contract or
other agreements between the Board and the Foundation that are entered into pursuant to the
terms of this Contract with respect to any State Capital Funds used by the Foundation to
acquire Homes. All other assets and funds of the Foundation are free and clear of any claim of
the Board. Any real estate titled in the name of the Foundation that is not subject to a security
interest held by the Board under the terms of this Contract or other agreements with the Board
is free and clear of any claim of the Board.

                             ARTICLE 3: SPECIALIZED HOUSING

1.     The Foundation shall collaborate with the Board to plan new types and locations of
housing that meet the ongoing and future needs of individuals served by the Board. Additional
costs for any specialized development shall be negotiated with the Board when a special
development is approved.




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2.      The Foundation shall continue to collaborate with the Board and other organizations and
entities to find, develop and initiate funding for individual rent needs and further housing
development and renovation.

                       ARTICLE 4: OBLIGATIONS OF THE FOUNDATION

1.      Foundation shall consider individuals referred and screened by Board who wish to reside
in Preble County Homes owned by Foundation, and who are approved by Board for supportive
services necessary for the persons to reside in such Homes. The Foundation agrees to accept
such referrals from the Board provided that the Foundation is able to obtain affordable housing
for such Residents. The Foundation agrees to allow the Residents the opportunity to actively
participate in the selection of the Home in which they will be living.

2.      The Foundation’s responsibility with regard to the Residents of the Homes referred to
the Foundation by the Board shall be solely that of a landlord as more specifically defined by the
lease with each referred Resident and by applicable laws. The Foundation assumes no
responsibility with regard to the provision of support services and/or oversight of said persons
referred by the Board while they remain tenants of the Foundation.

3.       The Foundation shall not discriminate against any person, deny residences to, or deny
the delivery of services on the basis of age (40 years or more), sex, race, color, creed, national
origin, religion, ancestry, disability, political affiliation, except where discrimination is a bona fide
occupational qualification (BFOQ).

4.     The Foundation agrees to maintain confidentiality regarding all information, records and
data that it receives concerning the Residents. A release of information detailing the specific
information to be released and the party to whom it will be released shall be required for all
requests for information.

5.      The Foundation agrees to abide by all state statutes, rules and regulations pertaining to
the use of State Capital Funds for the purchase, acquisition, sale and maintenance of housing
for individuals in supported living and also shall abide by all applicable state and federal rules
and regulations. The Foundation agrees to timely submit the annual “Community Capital
Assistance Housing Survey” required by the Department for any Home acquired using State
Capital Funds and to provide a copy to the Board.

6.      The Foundation agrees to acquire, manage and maintain in good repair the Homes
provided pursuant to this Contract, including those purchased and/or renovated with State
Capital Funds so as to protect the Board’s security interest in such Home. The Foundation
agrees to comply with all applicable laws, ordinances, rules and regulations relating to health,
safety, building construction, zoning, and maintenance. The Foundation agrees to complete
annual safety inspections, including fire, as required by the regulations and/or rules of the
Department or the Board for any Home acquired by the Foundation pursuant to this Contract.
The Foundation agrees to provide a copy of the inspection report to the Board for its review
within 30 days of completion of the inspection.

7.      Prior to the Foundation undertaking any structural repairs or modifications to a Home
acquired by the Foundation under this Contract, the Foundation agrees to notify the Board in
advance. If such structural repairs or modifications for a Home will increase the rent charged to
the Residents or will request funding by State Capital Funds, the Board must approve the
structural repairs or modifications before they are undertaken by the Foundation. Furthermore,


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in the event the ISP for a Resident in a Home acquired by the Foundation pursuant to this
Contract determines that structural repairs or modifications to the Home are needed, the
Foundation agrees to seek State Capital Funds for such structural repairs or modifications. The
Foundation agrees to abide by all state statutes, rules and regulations and any Board policies
pertaining to the use of State Capital Funds for undertaking structural repairs or modifications to
a Home.

8.     The Foundation agrees, no less frequently than every six months, to provide to the
Board (through its Finance Director) with a statement of the revenues and expenses related to
each Home acquired by the Foundation pursuant to this Contract. The Board has the right,
upon notice to the Foundation, to review the Foundation’s books and records related to each
Home acquired by the Foundation pursuant to this Contract

9.     The Foundation shall have an annual review of its financial affairs undertaken by an
independent accounting firm licensed to do business in Ohio. The Foundation shall provide the
Board with a copy of the financial review within 30 days of its receipt by the Foundation. The
Board agrees to keep such financial review confidential to the extent permissible by law.

                          ARTICLE 5: OBLIGATION OF THE BOARD

1.       The Board shall pay to the Foundation during the term of this Contract the amount of
assistance and support outlined on Schedule 2 attached to this Contract for each Home
provided by the Foundation for Residents referred by the Board, whether or not the Board has a
security interest in the Home. It is understood and agreed that the assistance and support
provided pursuant to this paragraph are from revenues other than State Capital Funds, are not
subject to state requirements for the use of funds and are subject to limitations on the Board’s
ability to fund.

2.     In accordance with statutes, regulations and policies concerning the Board’s provision of
residential and supported living services, the Board may refer to the Foundation persons with
mental retardation or other developmental disabilities who wish to reside in Homes acquired or
located pursuant to this Contract. The Board shall use its best efforts to present eligible
persons with referral information that is consistent with their needs for a residential setting and
to educate such persons concerning expectations for their behavior in such a setting.

3.      The Board shall make appropriate arrangements with providers (“Providers”) for the
provision of support services and staff that are needed for Residents to appropriately reside in
such Homes. The Board shall have the discretion to determine what resources are available for
the provision of services. Such responsibilities shall be conducted according to applicable laws
and rules of the Department and other governing Federal and State laws and regulations. The
Board agrees to inform the Provider who will be supporting the Residents in the Home of the
Foundation’s role in providing Homes covered by this Contact and for the need of the Provider
to cooperate with the Foundation, including executing, to the extent possible, a housing support
agreement in substantially the form attached as Exhibit A to better delineate the roles of the
Provider and the Foundation in managing and maintaining the Home for use by the Residents.
Furthermore, the Board agrees to cooperate with the Foundation in complying with the terms of
any affordable housing grant for a Home, including assisting in obtaining income verification
information on the Residents living in such Home.




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              ARTICLE 6: TERMINATION, AMENDMENT AND MODIFICATION

1.      Either party may terminate this Contract prior to the expiration of the term for cause,
provided that either party provide written notice to the other party of the defaults that are
claimed to have occurred which have not been resolved and give that party thirty (30) days
within which to cure such defaults. In the event that the defaults are not cured within the thirty
(30) day period, notice in writing shall be given to the defaulting party and this Contract shall
terminate ten (10) days from the date of such notice.

   a. No such termination shall be effective until completion of the dispute resolution process
      set forth in Article 7 below. The Foundation agrees to continue with the dispute
      resolution process so long as it is not required to provide services without payment from
      the Board.

   b. Upon termination, the controlling interest in Homes that fall under the State regulation of
      the Department regarding State Capital Funds may be transferred to another nonprofit
      corporation as designated by the Board in accordance with the provisions of Article 2
      above.

   c. Upon termination, the Board shall be entitled to repayment from the Foundation of the
      pro rata share of all State Capital Fund used for any Home pursuant to this Contract in
      accordance with the provisions of Article 2 above. The amount to be repaid shall be
      computed on a global basis for all of the Homes covered by this Contract.

2.      This Contract may be amended, modified, terminated or extended by mutual agreement
of the parties hereto, in a writing to be attached and incorporated to this Contract.

3.     The parties may enter into additional agreements, on mutually satisfactory terms, for
other services consistent with this Contract.

                             ARTICLE 7: DISPUTE RESOLUTION

In the event that a dispute arises between the parties regarding any of the provisions of this
Contract, the dispute shall be resolved in accordance with the procedure set forth in O.A.C.
5123:2-1-12 entitled Administrative Resolution of Complaints for County Boards.

                         ARTICLE 8: MISCELLANEOUS PROVISIONS

1.     The parties agree that the rights, duties and responsibilities set forth herein shall not be
assigned without the prior written consent of the other.

2.    Subject to the provisions regarding assignment, this Contract shall be binding on the
successors and assigns of the respective parties.

3.      This document and the attachments hereto set forth the full agreement between the
parties and shall supersede all currently effective agreements or contracts on the same subject
matter between the parties.

4.      The validity of this Contract and of its terms and provisions, as well as the rights and
duties of the parties hereunder, shall be governed by the laws of the State of Ohio.



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5.     If any one or more of the provisions contained in this Contract shall for any reason be
found to be invalid, illegal, or unenforceable, the remaining provisions and this Contract shall be
constructed as if invalid, illegal, or unenforceable provisions had never been contained herein.

6.     At all times during the duration of this Contract, the Board and the Foundation shall act
as independent contractors in connection with the performance of their respective obligations
under this Contract.

7.      All notices, requests and approvals referenced in this Contract shall be made in writing.
Such notice, request or approval shall be deemed to have been properly given if and when (a)
personally delivered; (b) mailed postage prepaid by certified mail; or (c) except for a notice of
default, sent by fax or email with confirmation of receipt, to the addresses listed below, or such
other addresses as given by the Board or the Foundation:

       Foundation:    Attn: Fran K Wesseling
                      Foundation For the Challenged
                      5970 Wilcox Place, Suite E
                      Dublin, Ohio 43016-6808

       Board:         Attn: Diane Knupp
                      Preble County Board of Mental Retardation and Developmental
                      Disabilities
                      201 East Lexington Road
                      Eaton, Ohio 45320

    IN WITNESS WHEREOF, the parties have caused their respective hands to be set hereto
by their respective duly authorized representatives, pursuant to express action by their
respective governing boards.

PREBLE COUNTY BOARD OF MENTAL                       FOUNDATION FOR THE CHALLENGED
RETARDATION AND DEVELOPMENTAL
DISABILITIES

By:    ___________________________                  By:    ________________________
       ___________________________                         Fran K. Wesseling
Its:   Superintendent                               Its:   President
Dated: ________________                             Dated: _______________




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                                   SCHEDULE 1
                                  Purchase Notice
The Foundation is proposing to acquire and/or renovate the following Home pursuant to the
terms of Housing Agreement dated as of March __, 2008 between the Board and the
Foundation:

Address:
Purchase Price:
Targeted Closing Date:
Foundation Cash Contribution:
First Mortgage Amount:
Requested State Capital Funds:
Proposed Number of Residents:
Proposed Resident Rent:
Requested Support from ISP:




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                                   SCHEDULE 2
                              Assistance and Support
The Board agrees to provide the following assistance and support to the Foundation to ensure
that the Homes covered by this Contract are maintained as quality, affordable housing for the
Residents living in such Homes:

1. Rent Subsidies: To assist the Residents to pay the monthly rent for a Home acquired using
   State Capital Funds under this Contract, the Board agrees to utilize the ISP process to
   determine the amount of rent subsidies, if any, the Residents living in such Home may
   receive. The Foundation shall state the amount of the monthly rent subsidy needed by the
   Residents to live in the Home on the applicable purchase notice for such Home. The
   parties acknowledge that if a Resident receives a section 8 voucher for rent that they will
   restructure the rent subsidies being paid for the benefit of such Resident to ensure
   compliance with the section 8 requirements and to enable Foundation to continue to lease
   the Home to such Resident.

2. Vacancy Support: For funding any vacancy in a Home for any reason, the Board agrees
   to pay the monthly rent for such vacancy if a new Resident has not been referred to the
   Home by the Board by the start of the third month following the month in which such
   vacancy occurred until the new Resident moves into such Home. The Foundation must
   promptly inform the Board whenever a vacancy occurs in a Home to enable the Board to
   timely make a referral of a new Resident to the Home.




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        EXHIBIT A
Housing Support Agreement




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