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					          AGREEMENT FOR DEVELOPMENT

                          AND

             DISPOSITION OF PROPERTY



               (Parramore Village Project)



                        between



           THE CITY OF ORLANDO, FLORIDA



                          and



NU BEGINNINGS PARRAMORE VILLAGE DEVELOPMENT, LLC.



            Dated as of ____________________




                                               Draft – 9/10/07
          LIST OF EXHIBITS

EXHIBIT         DESCRIPTION

“A”             Property

“B”             Project Site

“C”             Site Plan

“D”             Engineer’s Certificate

“E”             Income Certification Form

“F”             Purchaser’s Application & Verifications

“G”             Qualified Purchaser/Owner-Occupant Approval

“H”             Developer Deed Restrictions

“I”             Agreement Expiration Certificate

“J”             Memorandum of Agreement for Development and
                Disposition of Property




                 - ii-
                         AGREEMENT FOR DEVELOPMENT

                                           AND

                             DISPOSITION OF PROPERTY

                               (Parramore Village Project)

       This Agreement for Development and Disposition of Property (“Agreement”) is made
as of this __ day of _________, 2007, by and between the CITY OF ORLANDO,
FLORIDA, a municipal corporation existing and organized under the laws of the State of
Florida (the “City”), and NU BEGINNINGS PARRAMORE VILLAGE
DEVELOPMENT, LLC, a Florida limited liability company (the “Developer”).

                                   W I T N E S S E T H:

       WHEREAS, as of April 3, 2006, pursuant to the Request for Proposals, dated
November 17, 2005, City accepted the proposal of Developer, dated December 19, 2005, in
response thereto, subject to negotiation of a definitive agreement with Developer pertaining
to and setting forth the terms and conditions for the development of a residential project in
the community redevelopment area of City on a site known as “Parramore Village;”

        WHEREAS, City proceeded with the preparation of a definitive development and
disposition agreement to set forth the respective duties and responsibilities of the parties
pertaining to the conveyance of the Property (as herein defined), and the design,
development, construction, completion, and maintenance of the Project (as herein defined);

        WHEREAS, City and Developer have entered into and concluded negotiations for a
definitive development and disposition agreement, which have resulted in this Agreement
and an Agreement for Conveyance of Real Property of even date herewith (all capitalized
terms herein shall have the same meanings as defined in the Agreement for Conveyance of
Real Property, unless otherwise defined herein);

        WHEREAS, in accordance with the provisions of Section 163.380, Florida Statutes,
and any other applicable state or local laws, charter or ordinance requirements, at a duly
called public meeting on _____________________, City approved this Agreement and the
Agreement for Conveyance of Real Property, and authorized and directed their execution by
the appropriate officials of City;

        WHEREAS, City has found the Project to fulfill the Plan goals of providing
affordable and owner-occupied housing and the Act’s purposes of eradicating slum and
blight; and

        WHEREAS, Developer has approved this Agreement and has authorized and directed
certain individuals to execute this Agreement on behalf of Developer.

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

                                             3
                                       ARTICLE 1.
                                      DEFINITIONS.

      1.01 Definitions. The terms defined in this Article 1 shall have the following
meanings, except as herein otherwise expressly provided:

               (a)     “Act” means the Constitution of the State of Florida; Section 163.01,
Florida Statutes, Part III, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes, other
applicable provisions of law, and ordinances and resolutions of City and the Agency
implementing them.

              (b)      “Agency” means the Community Redevelopment Agency of City, and
any successors or assigns thereto which can exercise redevelopment powers.

                (c)    “Agreement” means this Agreement for Development and Disposition
of Property, including any Exhibits, and any amendments hereto or thereto.

               (d)     “Agreement Expiration Certificate” means the instrument executed by
the parties hereto as provided in Section 18.18 certifying that all obligations of the parties
hereto have been satisfied and this Agreement has expired in accordance with its terms, the
form of which is attached hereto as Exhibit I.”

              (e)     “Area” means the area located within the corporate limits of City
having conditions of slum and blight as provided in the Act commonly referred to as the
“Downtown Orlando CRA Area.”

              (f)   “Authorized Representative” means the person or persons designated
and appointed from time to time as such by Developer or City, respectively, pursuant to
Section 2.05.

                (g)   “Building Permit” means, for all or any part of the Project to be
constructed on the Project Site, any permit issued by City authorizing, allowing and
permitting the commencement, prosecution and completion of construction of the
Infrastructure Improvements or any Unit on a Lot to the extent provided in that permit.

               (h)    “City” means City of Orlando, Florida, a Florida municipal
corporation, and any successors or assigns thereto.

             (i)    “City Council” means the governing body of City, by whatever name
known or however constituted from time to time.

               (j)     “Closing Date” means the date on which title to the Property is
conveyed by City to Developer in accordance with and as contemplated by the provisions of
Article 4 hereof and the Real Estate Contract.

              (k)     “Completion of the Project” means when all Units, as ultimately
planned and as fully developed, have been conveyed by Developer to persons approved in
accordance with this Agreement.


                                              4
                (l)      “Contractor” means one or more individuals or firms constituting a
general contractor, which, in compliance with applicable law, is properly licensed by the
State of Florida or other appropriate jurisdiction to perform construction contractor services
in the State of Florida, and, if required, is registered with City.

               (m)      “Declaration” means the Declaration of Covenants, Conditions and
Restrictions described in the Real Estate Contract and referred to in Article 7, which
provides for restrictions on transfer of the Property relating to, among other things, affordable
housing and owner-occupancy requirements.

               (n)    “Developer” means Nu Beginnings Parramore Village Development,
LLC, a Florida limited liability company, and any successors and assigns thereof, to the
extent of any assignment approved by City.

              (o)    “Effective Date” means the date determined in accordance with
Section 18.20 when this Agreement becomes effective.

               (p)    “Entitlement Period” means the one-year period following the Closing
Date to be utilized by Developer to diligently pursue obtaining the approvals and permits
necessary for Developer to develop the Property in accordance with this Agreement.

                (q)    “Exhibits” means those agreements, diagrams, drawings,
specifications, instruments, forms of instruments, and other documents attached hereto and
designated as exhibits to, and incorporated in and made a part of, this Agreement.

              (r)    “Expiration Date” means the date on which this Agreement expires, as
evidenced by the Agreement Expiration Certificate being recorded in the Public Records of
Orange County, Florida, as provided in Section 18.18 hereof.

                (s)   “Infrastructure Improvements” means the improvements to be
designed, constructed, installed and equipped by Developer as provided in this Agreement
consisting of streets, alleys, sidewalks, utilities, drainage improvements, stormwater
management system, and public open space facilities, lighting, and landscaping and irrigation
in public rights-of-way, all as more particularly described in the Infrastructure Improvements
Plans and Specifications, intended to provide all necessary infrastructure services to the
Units.

              (t)   “Infrastructure Project” means the Infrastructure Improvements
undertaken by Developer.

                (u)     “Infrastructure Improvements Plans and Specifications” means the
plans and specifications submitted to City as part of the permitting and regulatory process
pertaining to the Infrastructure Improvements.

               (v)     “Lot” means any of the lots, or portions thereof on the final
subdivision plat for the Residential Project Site and on which Units will be located.



                                               5
               (w)     “Owner-Occupant” means a permanent resident of Florida, who
acquires a Unit in the Project, with the intent to and who actually does continuously occupy
the Unit as his home, and who obtains and continuously maintains for the Unit a Florida
homestead exemption, as provided for in Article VII, Section 6, Florida Constitution and
Chapter 222, Florida Statutes.

                (x)     “Permits” means all zoning, variances, approvals, permits and
consents required to be granted, awarded, issued, or given by any governmental authority or
public utility entity in order for construction of the Infrastructure Improvements, or any part
thereof, to commence, continue, and be completed, but does not include any Building Permit.

               (y)     “Plan” means the community redevelopment plan for the Area,
including the Project Site, as adopted by City Council, and including any amendments to the
Plan.

              (z)     “Planned Development” means the ordinance of City rezoning the
Property to PD, Planned Development.

                (aa) “Plans and Specifications” means, collectively, the Infrastructure
Improvements Plans and Specifications and the Residential Improvements Plans and
Specifications.

               (bb) “Project” means, collectively, the Infrastructure Improvements, the
Residential Improvements and any other components, structures, improvements, activities
within the Project Site or appurtenant thereto undertaken by Developer.

              (cc) “Project Financing” means the financing provided by a Project Lender
to Developer for the construction of the Infrastructure Improvements, or any part thereof, and
development of any structure in the Project, including but not limited to financing provided
to the Developer for construction of Units.

               (dd) “Project Lender” means the person, persons or financial institutions
providing the Project Financing.

               (ee) “Project Professionals” means any firm of architects, attorneys,
brokers, engineers, consultants, planners, construction managers or any other persons, or
combination thereof, retained or employed by Developer with primary responsibility for the
planning, design, construction, permit applications, and completion of the Project.

                (ff)     “Project Schedule” means the schedule of dates for commencement
and completion of certain actions pertaining to the development, construction and completion
of the Project, as set forth in Article 8.

               (gg) “Project Site” means the area on which the Project will be located as
more particularly described and depicted on Exhibit “B” including the public rights-of-way
and any land dedicated or to be dedicated to public use or across which there is a permanent
public access easement.

                                              6
                (hh) “Property” means that real property described in Exhibit “A”
attached, which is a portion of the Project Site to be conveyed to Developer, and upon which
the Residential Project is located as depicted on the Site Plan, consisting of the Project Site
less any right-of-way and land to be dedicated to or designated by City for public use.

             (ii)   “Proposal” means the proposal for redevelopment of the Project Site,
dated December 19, 2005, submitted by Developer to City in response to the RFP.

               (jj)    “Qualified Purchaser” means an individual, married couple or family
household whose annual income is less than or equal to eighty percent (80%) of median
income for the Orlando market area based on the ranges established by the U.S. Department
of Housing and Urban Development for the then current year and the eligibility criteria set
forth in the State Housing Initiative Partnership (“SHIP”) program and eligible for a
homestead exemption pursuant to Article VII, Section 6, Florida Constitution and Chapter
222, Florida Statutes, all as verified by City’s Housing Department.

               (kk) “Qualified Purchaser/Owner-Occupant Approval” means the written
Qualified Purchaser/Owner-Occupant Approval issued by City to a prospective purchaser
immediately prior to the time that purchaser acquires title to a Lot, which shall be recorded in
the Public Records of Orange County, Florida, pursuant to the provisions of Sections 7.02 &
7.03 of this Agreement, substantially in the form attached as Exhibit “G” to this Agreement.

              (ll)   “Real Estate Contract” means the Agreement for Conveyance of Real
Property by and between City and Developer pertaining to the conveyance of the Property by
City to Developer.

               (mm) “Residential Improvements Plans and Specifications” means the plans
and specifications for the Residential Project as prepared by Developer and the Project
Professionals, submitted to the Agency for review, and approved by City for issuance of
Building Permits to construct the Residential Project.

               (nn) “Residential Project” means the Lots and Units located on the
Property, but not the Infrastructure Improvements.

               (oo) “RFP” means the Request for Proposals published by City on
November 17, 2005, soliciting proposals from persons interested in redeveloping the Project
Site in accordance with the Act and the Plan.

               (pp) “Sales Prices” means the prices at which the Units are to be offered for
sale to owner-occupants, to be established prior to the Closing Date, based on the baseline
market study required in Section 7.07 hereof, and approved by City’s Chief Financial Officer
and City’s Director of Housing.

                (qq) “Site Plan” means the depiction and description of the Project on the
Project Site, including the conceptual depiction of the Project, the preliminary and conceptual
version of which was included in the Proposal, and which shall include the land that will be

                                               7
designated as public right-of-way on the plat, as amended from time to time by the Planned
Development or other City approvals.

                (rr)   “Unavoidable Delay” means those events constituting excuse from
timely performance by a party hereto from any of its obligations hereunder, as such events
are defined in and subject to the conditions described in Article 16 hereof.

               (ss)  “Units” means the improvements constructed to be placed on Lots
consisting of habitable residential units, including kitchen and bathroom facilities. The
parties hereby acknowledge that the “Units” shall be modular or “system built” homes.

       1.02 Use of Words and Phrases. Words of the masculine gender shall be deemed
and construed to include correlative words of the feminine and neuter genders. Unless the
context shall otherwise indicate, the singular shall include the plural as well as the singular
number, and the word “person” shall include partnerships, corporations, associations or other
legal entities, including public bodies, as well as natural persons. “Herein,” “hereby,”
“hereunder,” “hereof,” “hereinbefore,” “hereinafter” and other equivalent words refer to this
Agreement and not solely to the particular portion thereof in which any such word is used.
The words “party” or “parties” when referring to the initial signatory parties to this
Agreement shall also mean and include any successor or assign of such party. References to
“City” and “Developer” may refer to and include the Authorized Representative thereof
designated in accordance with Section 2.05 to the extent City or Developer has authorized its
authorized representative to act on its behalf.

        1.03 Florida Statutes. All references herein to Florida Statutes are to Florida
Statutes (2006), as amended from time to time.

        1.04 Approvals and Consents. If at any time Developer encounters a delay caused
by third parties and not within its control, which extends beyond that which would normally
be anticipated, Developer may request City to extend the time for completing any actions,
which must be taken within time periods set forth in this Agreement, and City shall grant an
appropriate extension should Developer establish that it has proceeded diligently and the
delay was not otherwise caused by Developer.

                                ARTICLE 2.
                 PURPOSE; PROPOSAL & ENTITLEMENT PERIOD.

       2.01    Intent; Purpose of Agreement; Development Vision and Goals.

               (a)     The purpose of this Agreement is to further the implementation of the
Plan by providing for the conveyance of the Property described in Exhibit “A” attached
hereto and made a part hereof, to Developer and the development and construction by
Developer of the Infrastructure Improvements and the Residential Improvements on the
Property in accordance with the Site Plan, all to enhance the quality of life, increase home
ownership, provide affordable housing and improve the aesthetic and useful enjoyment of the
Area through the eradication of conditions of slum and blight, all in accordance with and in
furtherance of the Plan and as authorized by and in accordance with the Act.


                                              8
                (b)     The Project Site depicted in Exhibit “B” attached hereto and made a
part hereof, is to be redeveloped according to Plans and Specifications for the Infrastructure
Improvements and the Residential Improvements, which includes approximately seventy-five
(75) Units. As provided in this Agreement, City intends to undertake certain public actions
pursuant to the Act and as implementation of the Plan, including making the Project Site
available for redevelopment and assistance in obtaining such approvals by governmental
authorities as are necessary for development of the Project.

                (c)    As provided in this Agreement, Developer shall carry out the
redevelopment of the Project Site upon acquiring the Property from City, obtaining approvals
by governmental authorities necessary for development of the Project, and constructing and
installing various improvements, some of which shall be dedicated for public right-of-way.

                (d)    Nothing in this Agreement, express or implied, specifically including
this Section 2.01, is intended to nor shall be construed to confer upon any person, firm or
corporation other than the parties hereto, any right, remedy, or claim, legal or equitable,
under or by reason of this Agreement or any provision hereof. It is the intent of the parties
hereto that this Agreement and all its provisions are intended to be and are for the sole and
exclusive benefit of the parties hereto.

              (e)     The parties agree that the development of the Project will be
undertaken with the objective of satisfying the vision set forth in Section 3.1 of the RFP.

                (f)     Developer covenants and agrees with City that it will use its best
efforts to assure that each Unit shall be constructed substantially in accordance with the Site
Plan and the Residential Improvements Plans and Specifications, and shall be of a quality
generally recognized as standard for modular or “system built” homes.

               (g)     The parties agree that the goals of the Project are:

                       (i)   Creation of a high quality mixed income (market rate and
                             affordable) owner-occupied residential development; and

                       (ii) Establishment of a standard for high quality design and
                            construction utilizing modular or “system built” homes to serve
                            as a catalyst for revitalization of the neighborhood surrounding
                            the Project Site.

        2.02 Structure of Agreement. In this Agreement, the Project Site is defined as the
land where the entire Project will be constructed. The Project Site consists of land defined as
the Property, which will be conveyed to Developer, as well as additional lands outside of the
Property for roads and other infrastructure that will be dedicated to or designated by City
prior to or at the time of the conveyance of the Property to Developer.

               The Project is comprised of two elements: the Infrastructure Improvements
and the Residential Improvements. Some parts of the Infrastructure Improvements will be
built on the Property while other parts will be built on portions of the Project Site outside the



                                               9
Property, all per the Site Plan. The Residential Improvements will all be located on the
Property and consist of Units.

       2.03    Developer’s Proposal.

                (a)    The Proposal for the redevelopment of the Project Site, specifically
including the acquisition of the Property and the preliminary and conceptual design,
construction, equipping, completion and operation of the Project, and each component
thereof, is hereby found by City and acknowledged by Developer: (1) to be consistent with
and in furtherance of the objectives of the Plan, (2) to conform to the provisions of the Act,
(3) to be responsive to the RFP, (4) to be in the best interests of the citizens of City, (5) to
further the purposes and objectives of City, and (6) to further the public purpose of
eradicating conditions of slum and blight in the Area. The parties recognize and agree that
during the process of review and approval provided for in this Agreement the design and
construction cost of the Project will be subject to change and modification as may be either
agreed to by the parties or required as provided herein or by the appropriate regulatory
authority.

                (b)    Based upon and as a result of the findings set forth in subsection (a)
above, the Proposal, including such changes and revisions as are provided by this Agreement,
is hereby affirmed by Developer and approved and accepted by City.

              (c)    The parties hereto find that the terms and conditions set forth in this
Agreement do not, individually or collectively, constitute a substantial deviation from the
RFP or the Proposal.

               (d)    The RFP and the Proposal are incorporated into this Agreement and in
the event of any conflict between the RFP, the Proposal and this Agreement, this Agreement
will control.

        2.04 Cooperation of the Parties. The parties hereto recognize that the successful
development of the Project and each component thereof is dependent upon continued
cooperation of the parties hereto, and each agrees that it shall act in a reasonable manner
hereunder, not unreasonably withhold, condition or delay any approval required by this
Agreement or to develop the Project, provide the other party with complete and updated
information from time to time, with respect to the conditions such party is responsible for
satisfying hereunder and make its good faith reasonable efforts to ensure that such
cooperation is continuous, that the purposes of this Agreement are carried out to the full
extent contemplated hereby and that the Project is designed, constructed, equipped,
completed and operated as provided herein.

       2.05    Authorized Representative.

               (a)    Each party may from time to time designate one or more individuals to
be its Authorized Representative to act on its behalf to the extent of the grant of any authority
to such representative. Written notice of the designation of such a representative (and any
subsequent change in the Authorized Representative) shall be given by the designating party
to the other party in writing in accordance with the procedure set forth in Section 18.03


                                               10
hereof. The written notice of the Authorized Representative shall indicate the authority that
may be exercised by the Authorized Representative.

               (b)     Except as otherwise expressly provided in this Agreement, whenever
approval or action by Developer or City is required by this Agreement, such action or
approval may, in the discretion of the party considering such approval or action, be taken or
given by the Authorized Representative thereof. A party to this Agreement may rely upon the
representation of the other party’s Authorized Representative that such person has the
requisite authority to give the approval or take the action being done by that Authorized
Representative. A party may not later deny that its Authorized Representative had the
authority represented to and relied upon by the other party or revoke or deny any action taken
by such Authorized Representative which was relied upon by the other party.

       2.06 Entitlement Period.       During the one (1) year period following the Closing
Date (“Entitlement Period”), Developer shall secure the Permits necessary to develop the
Property and otherwise complete the following tasks:

               (a)    On the Effective Date, the zoning classification for the Project Site is
R-3B/T/SP (Residential Medium Intensity, Traditional City, Special Plan). The parties
recognize and acknowledge that the Property will have to be rezoned to PD/T (traditional
city) for development of the Project as contemplated by this Agreement. Developer will
diligently make application to rezone the Property, and satisfy all conditions necessary for a
successful rezoning, with the full cooperation of City, to the extent allowed by law.
Developer shall also replat the Property to conform to the site plan to be approved by City
and as contemplated in this Agreement.

                 (b)    Developer shall within thirty (30) days after the Effective Date provide
a critical path schedule of events for filings and approvals showing that all actions necessary
for obtaining the Permits prior to expiration of the Entitlement Period can reasonably be
expected to be obtained. Developer will diligently work toward meeting the projected dates
in the critical path schedule. On a monthly basis Developer shall submit to City a statement
of the activities, which have occurred during the period since the last report, detailing the
actions taken, and providing copies of all letters, memos and reports received and generated
related to obtaining the Permits.

                (c)    Within one hundred eighty (180) days after commencement of the
Entitlement Period, Developer shall complete its Plans and Specifications for development of
the Infrastructure Improvements and submit them to the agencies of City required for permit
approval and also City’s Housing Department. City shall have the right to approve every
aspect of Developer’s general overall development concepts relating to site planning,
permitting, site development and building construction. Approval of such matters shall not
be unreasonably withheld or delayed. This review and approval shall be in addition to the
standard land development and permitting review processes. After final approval of the
Plans and Specifications for the Infrastructure Improvements, upon expiration of the
Entitlement Period changes thereto may be made only upon the written consent of City,
which shall not be unreasonably withheld.



                                              11
                (d)    Developer shall submit to City a community involvement plan prior to
completion of thirty percent (30%) of the Plans and Specifications. The plan shall indicate
the manner in which Developer will inform the Parramore area residents of the Project and
how Developer will conduct two (2) community meetings in the Parramore area for the
purpose of informing the public on the details of the Project and receiving comments from
residents of the area. The first community meeting will occur on or about the time Developer
completes thirty percent (30%) of the Plans and Specifications.

                (e)    Within one hundred eighty (180) days after commencement of the
Entitlement Period, Developer shall complete a detailed pro-forma for the Project along with
Plans and Specifications for development of the Residential Project and submit them to
City’s Housing Department and other agencies responsible for monitoring such matters, for
review and approval. The pro-forma shall include Developer’s designation of the Lots on
which the affordable housing Units will be constructed interspersed throughout the Property
as contemplated by the RFP, subject to approval of City. City shall have the right to approve
every aspect of Developer’s general overall development concepts relating to site planning,
permitting, site development and building construction. Approval of such matters shall not
be unreasonably withheld or delayed.      Final approval thereof must be obtained prior to
proceeding with the construction of any part of the Residential Project. This review and
approval shall be in addition to the standard land development and permitting review
processes. After final approval of the Plans and Specifications for the Residential Project,
changes thereto may be made only upon the written consent of City, which shall not be
unreasonably withheld.

                 (f)    Within one hundred eighty (180) days after commencement of the
Entitlement Period, Developer shall complete a Stormwater Management Plan for the
Property, in form and content acceptable to City, and complete its Plans and Specifications in
accordance therewith. Prior to commencement of the Entitlement Period, City will amend its
Developer’s Agreement with the Orlando Housing Authority to address the amount of runoff
that shall be allowed from the Property, which may drain into the Carver Park pond.

                (g)     Within two hundred ten (210) days after commencement of the
Entitlement Period, Developer shall provide for review and approval a final construction
contract for all of the Infrastructure Improvements. Developer shall also require the general
contractor for the Infrastructure Improvements to provide a performance bond and a labor
and material payment bond each in an amount not less than the aggregate construction cost of
the Infrastructure Improvements, less amounts covered by any subcontractors bonds,
provided that one hundred percent (100%) of the construction cost of the Infrastructure
Improvements is bonded in the aggregate. The construction bonds shall be submitted to City
at least ninety (90) days prior to the end of the Entitlement Period, for review and approval.
To be acceptable as surety for performance bonds and labor and material payment bonds, a
surety company shall:

                          1. have a currently valid certificate of authority issued by the
                             State of Florida, Department of Insurance, authorizing it to
                             write surety bonds in the State of Florida;



                                             12
                           2. be named in the most recent listing of “Companies Holding
                              Certificates of Authority as Acceptable Sureties on Federal
                              Bonds and as Acceptable Reinsuring Companies” as published
                              in Circular 570 by the U.S. Department of the Treasury;

                           3. be in full compliance with the provisions of the Florida
                              Insurance Code; and

                           4. have at least an “A-” financial strength rating in accordance
                              with the most current A.M. Best Company ratings.

If the surety on any bond furnished by the contractor is declared bankrupt or becomes
insolvent or if its assets are acquired by regulatory agencies or if liquidation proceedings
begin or its license to do business in the State of Florida is terminated or it ceases to meet the
requirements hereof, Developer shall require the contractor to substitute an acceptable surety
and provide performance and labor and material payment bonds to City within ten (10)
business days of obtaining actual knowledge of the occurrence of such event(s).

               (h)    Within two hundred ten (210) days after commencement of the
Entitlement Period, Developer shall provide for review and approval a final construction
contract for the Residential Improvements acceptable to City in its reasonable discretion.
Developer shall also provide City with a copy of the contract between it and the modular or
"system built" home manufacturer also acceptable to City in its reasonable discretion.
Developer shall require the general contractor for the Residential Improvements to provide a
performance bond and a labor and material payment bond each in an amount not less that the
aggregate construction cost of the Residential Improvements, less amounts covered by any
subcontractors bonds, provided that one hundred percent (100%) of the construction cost of
the Residential Improvements is bonded in the aggregate. To be acceptable as surety for
performance bonds and labor and material payment bonds, a surety company shall:

                           1. have a currently valid certificate of authority issued by the
                              State of Florida, Department of Insurance, authorizing it to
                              write surety bonds in the State of Florida;

                           2. be named in the most recent listing of “Companies Holding
                              Certificates of Authority as Acceptable Sureties on Federal
                              Bonds and as Acceptable Reinsuring Companies” as published
                              in Circular 570 by the U.S. Department of the Treasury;

                           3. be in full compliance with the provisions of the Florida
                              Insurance Code; and

                           4. have at least an “A-” financial strength rating in accordance
                              with the most current A.M. Best Company ratings.

If the surety on any bond furnished by the contractor is declared bankrupt or becomes
insolvent or if its assets are acquired by regulatory agencies or if liquidation proceedings
begin or its license to do business in the State of Florida is terminated or it ceases to meet the


                                               13
requirements hereof, Developer shall require the contractor to substitute an acceptable surety
and provide performance and labor and material payment bonds to City within ten (10)
business days of obtaining actual knowledge of the occurrence of such event(s).
Notwithstanding the foregoing, with regard to the construction of the modular or system-built
Unit manufactured offsite, bonds shall not be required.

                (i)    Developer shall make application for and diligently pursue and finalize
all other regulatory approvals of the Project as required by the Design Review Committee,
Municipal Planning Board, Orlando City Council, and any other governmental authority
having jurisdiction or authority over the Property. Copies of all applications for
governmental approvals or permits, which are submitted to other governmental agencies,
shall also be provided to City prior to submission, for City’s approval, which shall not be
unreasonably withheld or delayed.


                                    ARTICLE 3.
                               LAND USE REGULATION.

       3.01    Zoning.

              (a)     On the Effective Date, the zoning classification for the Property is R-
3B/T/SP (Residential Medium Intensity, Traditional City, Special Plan). The parties
recognize and acknowledge that the current zoning classification does not provide for
development of the Project in accordance with the Plan or the Proposal, and a rezoning of the
Property to PD/T (traditional city) will be necessary for development of the Project as
contemplated by this Agreement.

               (b)     City covenants and agrees to cooperate with Developer concerning the
rezoning of the Property to the extent allowed by law, including but not limited to executing
forms, applications and other documents, meeting with Developer when given reasonable
notice thereof, attending meetings with City staff and Developer when given reasonable
notice thereof, attending Municipal Planning Board and City Council meetings and Agency
meetings and speaking in support of the Project during Developer’s presentations at such
meetings, so long as the action to be taken or considered meets the requirements of this
Agreement and the Real Estate Contract.

       3.02    Platting.

             (a)      The parties acknowledge that platting of the Project will be necessary
for development of the Project as contemplated by this Agreement.

               (b)     City covenants and agrees to cooperate with Developer concerning the
platting of the Project to the extent allowed by law, including but not limited to executing
forms, applications and other documents, meeting with Developer when given reasonable
notice thereof, attending meetings with City staff and Developer when given reasonable
notice thereof, attending Municipal Planning Board and City Council meetings and Agency
meetings and speaking in support of the Project during Developer’s presentations at such
meetings.

                                             14
        3.03 Dedication of Right-of-Way. Developer shall dedicate the necessary right-of-
way for, and construct at Developer’s sole cost, the extension of America Street between
Short Avenue and South Parramore Avenue, all to City’s specifications and alignment. City
will not reimburse Developer for any of the costs related thereto.

        3.04 Development of Regional Impact. The parties acknowledge and agree that the
Project as contemplated by the Proposal and this Agreement was not and is not as of the
Effective Date a “development of regional impact” within the meaning of Section 380.06,
Florida Statutes. City represents to Developer that City agrees the Project is not a
development of regional impact.

       3.05    Permits.

                (a)    Developer shall prepare and submit to the appropriate governmental
authorities, including City, the applications for any and all necessary Permits and Building
Permits for the construction, installation and completion of the Project, and shall bear all
costs of preparing such applications, applying for and obtaining such permits, including
payment of any and all applicable application, inspection, regulatory and impact fees or
charges, except as otherwise provided in this Agreement.

                (b)   To the extent allowed by law, City shall cooperate with Developer in
obtaining all necessary Permits required for the construction, installation and completion of
the Infrastructure Improvements, including being the applicant so long as City is the owner
of the Property.

                (c)    The duties, obligations, or responsibilities of City under any section of
this Agreement, specifically including but not limited to this Section 3.05 shall be fulfilled in
a manner, which would not compromise City’s right, duty, obligation, authority and power to
act in its governmental or regulatory capacity in accordance with applicable laws, ordinances,
codes or other building or project regulation.

                (d)     The parties acknowledge and agree that any required permitting,
licensing or other regulatory approvals by the Agency shall be subject to the same established
procedures and requirements of the Agency or City with respect to review and permitting of a
project of a similar or comparable nature, size and scope.

       3.06    Concurrency.

                (a)   The parties recognize and acknowledge that Florida law (specifically,
Part II, Chapter 163, Florida Statutes, and Rule 9J-5, Florida Administrative Code,
collectively the “Growth Management Act”) imposes restrictions on development if adequate
public improvements are not available concurrently with that development to absorb and
handle the demand on public services caused by that development.

            (b)   Developer agrees to comply with the requirements of City’s Land
Development Code including any actions required to meet concurrency management
standards.



                                               15
        3.07 Not a Development Order or Permit. The parties hereby acknowledge, agree
and represent that this Agreement is not intended to be and should not be construed or
deemed to be a “development order” or “development permit” within the meaning of those
terms in Section 163.3164, Florida Statutes.

       3.08    Impact Fees.

               (a)      City agrees that any credit for impact or other fees for water or sewer
service available for the Project will be transferred or passed through to Developer.

                (b)    City represents to Developer that as of the Effective Date the estimated
transportation impact fee credits available for the Project area is $66,294.42.

             (c)     City represents to Developer that as of the Effective Date the estimated
wastewater impact fee credits are $145,977.30.

                (d)     Developer is responsible for payment of any applicable impact fees for
the Project at the times and in the manner provided by applicable laws, rules or regulations.

        3.09 City’s Regulatory Authority. Notwithstanding any language herein which
may be construed to the contrary, this Agreement shall in no way act as a waiver or release of
City’s regulatory authority with respect to the Property or applicable laws, codes, rules or
regulations.



                                        ARTICLE 4.
                                        PROPERTY.

       4.01    Findings; Representations.

                (a)    City covenants and warrants that it is currently and until the Closing
Date, shall be the fee simple owner of the Property. As the owner, City shall be responsible
for the maintenance and upkeep of the Property until the Closing Date.

               (b)    Developer desires to acquire the Property from City.

               (c)    City desires to convey the Property to Developer.

       4.02    Agreement to Convey.

               (a) City hereby agrees to convey the Property to Developer and Developer
hereby agrees to acquire the Property from City, upon the terms and conditions in the Real
Estate Contract.

               (b) As provided in the Real Estate Contract and notwithstanding any other
provision of this Agreement, Developer shall have a Due Diligence Period to evaluate the
Property and the feasibility of the Developer’s consummation of the transaction contemplated
in this Agreement. At any time prior to the expiration of the Due Diligence Period,

                                              16
Developer may terminate this Agreement and the Real Estate Contract as provided in the
Real Estate Contract.

       4.03 Restrictions on Transfers. Article 7 hereof and the Real Estate Contract
describe the restrictions, which will encumber the Property, including but not limited to
affordable housing and owner occupancy.



                                    ARTICLE 5.
                             PLANS AND SPECIFICATIONS

       5.01    Site Plan.

               (a)    The parties recognize and acknowledge that the version of the Site
Plan included in the Proposal was conceptual and preliminary, and is subject to change for
the purposes of compliance with the Planned Development, City’s Land Development Code
and other regulatory approvals.

                (b)   Developer acknowledges and agrees that (i) the Site Plan attached
hereto as Exhibit “C” shall be the basis for the subdivision plat approval and the final Site
Plan, (ii) the amount of residential use in the Residential Project will be substantially the
same as that contemplated by the RFP and the Proposal and (iii) will be consistent with the
Site Plan.

               (c)     Developer covenants and agrees that any and all future Plans and
Specifications shall be consistent with the Site Plan.

       5.02    Preparation of Plans and Specifications.

               (a)      Prior to the expiration of the Entitlement Period, Developer shall
complete the Infrastructure Improvements Plans and Specifications in sufficient detail and
description, both in narrative and graphic form, to allow City to determine if those Plans and
Specifications are consistent with the Proposal, the Site Plan, the Plan, the Planned
Development, and other applicable City regulations. Prior to the expiration of the
Entitlement Period, Developer shall also obtain final approval thereof from all required
regulatory authorities.

               (b)     Prior to the expiration of the Entitlement Period, Developer shall
complete the Residential Improvements Plans and Specifications in sufficient detail and
description, both in narrative and graphic form, to allow City to determine if those Plans and
Specifications are consistent with the Proposal, the Site Plan, the Plan, the Planned
Development and other applicable City regulations. Prior to the expiration of the Entitlement
Period, Developer shall also obtain final approval thereof from all required regulatory
authorities. Developer is responsible for the cost of preparing, submitting and obtaining
approval of the Plans and Specifications.




                                             17
               (c)     Developer has retained and shall retain Project Professionals to
prepare the Infrastructure Improvements Plans and Specifications, and shall cause the Project
Professionals to prepare the Plans and Specifications.

                (d)    The parties hereto mutually acknowledge and agree the Project
Professionals are not, individually or collectively, agents or representatives, either expressed
or implied, of the Agency or City.

                (e)    The Plans and Specifications shall include a neighborhood icon
identifying the Project.



                                   ARTICLE 6.
                         INFRASTRUCTURE IMPROVEMENTS

       6.01    Infrastructure Improvements.

                (a)    Developer agrees to plan, construct, install, equip and complete the
Infrastructure Improvements or cause other(s) to construct, install, equip and complete the
Infrastructure Improvements so that the Infrastructure Improvements are substantially
complete in substantial accordance with the Infrastructure Improvements Plans and
Specifications within twelve (12) months from the issuance of all Permits and Entitlements
pursuant to the schedule established in Article 8 hereof. Once Developer commences
construction on the Infrastructure Improvements, Developer shall continuously and diligently
proceed with construction until completion. Such infrastructure improvements shall be
considered complete when accepted by the City Engineer as evidenced by a certificate of
completion in the form attached hereto as Exhibit “D.”

            (b)    Developer shall organize and conduct a groundbreaking ceremony at
the commencement of construction of the Infrastructure Project and coordinate the ceremony
with City.

       6.02 Infrastructure Improvements Financing. The cost of the Infrastructure
Improvements shall be paid from funds legally available to Developer, including funds
available through the Project Financing. Developer covenants and agrees with City to have
funds in sufficient amounts available when needed to pay the costs of the Infrastructure
Improvements.

        6.03 Construction of the Infrastructure Improvements. Within the time required
herein, Developer will construct and install the Infrastructure Improvements in substantial
compliance with the Infrastructure Improvements Plans and Specifications. Any significant
deviations from the approved Infrastructure Improvements Plans and Specifications shall be
submitted by Developer to City for review and approval.

        6.04 Loss or Damage to Infrastructure Improvements. Any loss or damage by fire
or other casualty to the Infrastructure Improvements, or any portion thereof, shall not operate
to terminate this Agreement or relieve or discharge Developer from the timely performance


                                              18
and fulfillment of Developer’s obligations pursuant to this Agreement, subject to an
extension of time for an Unavoidable Delay.



                               ARTICLE 7.
              DEVELOPMENT OF THE RESIDENTIAL IMPROVEMENTS.

       7.01    Development of the Residential Improvements.

              (a)     Developer shall develop or cause the development by others of the
Residential Improvements substantially in accordance with the Site Plan. The parties
recognize and agree that development of the Residential Improvements will be accomplished
through the construction and installation of modular residences on the Lots and the sale of
improved Units to Owner-Occupant purchasers.

                (b)     Developer may not commence any residential construction until City
has verified that all of the Infrastructure Improvements have been completed and City has
issued Building Permits. Developer may not convey any Lots until after Units have been
constructed and installed on them as well. In compliance with all applicable laws, Developer
may enter into sales contracts and take binder deposits at any time but all such deposits shall
be held in an interest-bearing escrow account subject to the perfected security interest of City
until disposed of in the sales of the Units and Lots for which the deposits were made or upon
termination of any purchase agreement, in accordance with the terms thereof. City hereby
acknowledges that Developer makes no representation or warranty in connection with the
validity of the perfected security interest in such binder deposits and agrees to hold
Developer harmless from any failure of the security interest in such binder deposits.

              (c)    No later than the fifteenth (15th) day of each calendar quarter,
commencing with the first quarter following the Closing Date and continuing until the
Completion of the Project, Developer shall notify City by means of a written report of (i) the
efforts made to sell to Qualified Purchasers, (ii) the status of the Project planning and
development, construction and completion, and (iii) any Lots on which construction has not
commenced within two (2) years of the Closing Date.

             (d)    The Project shall           incorporate    Crime    Prevention     Through
Environmental Design (CPTED) concepts.

              (e)      The Project shall include a neighborhood icon identifying it and
marketing to current residents of the Parramore area.

               (f)    City’s Director of Housing shall have the right to review and approve
the name of the Project.

              (g)     Subject to Unavoidable Delay and the terms and conditions in this
Agreement within sixty (60) days after completion of the Infrastructure Improvements,
Developer will order the Units for delivery and commence construction of the real property
improvements necessary for the installation of those Units for which sales contracts exist at
that time.

                                              19
       7.02   Affordable Housing.

               (a)    The RFP stated that any project proposal submitted in response to the
RFP should provide that twenty-five percent (25%) of the Units would be available for
purchase by Qualified Purchasers. In response to that provision in the RFP, Developer
covenants and agrees with City that in accordance with the restrictions contained in the
Declaration, it will market for sale twenty-five percent (25%) of the Units to Qualified
Purchasers.

                (b)     Developer covenants and agrees with City to seek persons who are
Qualified Purchasers and offer Units to them for purchase at an affordable amount taking into
account their incomes. Developer further covenants and agrees to inform City in writing on a
quarterly basis, of the efforts taken to identify and sell Units to Qualified Purchasers.

               (c)     Only prospective purchasers who have been pre-qualified by the City
with respect to income level shall be eligible to purchase a Unit as Qualified Purchasers.
Developer shall be free to decide which pre-qualified prospective purchaser shall actually be
offered a contract for purchase as a Qualified Purchaser. Developer will promptly notify City
when Qualified Purchasers close on the purchase of Units.

                (d) Developer shall undertake the initial review of income eligibility of
prospective purchasers that desire to purchase a Unit as a Qualified Purchaser. In
conducting such review, the definitions contained in this Agreement, the SHIP regulations or
the HOME Program, as applicable, shall be used and the requirements of the SHIP
legislation shall apply. The prospective purchaser desiring to purchase a Unit as a Qualified
Purchaser must complete the income certification form attached hereto and incorporated
herein by reference as Exhibit “E.” All documentation, including, but not necessarily
limited to, a prospective purchaser's application and verifications, substantially in the form
of the documents attached hereto and made a part hereof, as Exhibit "F", and the proposed
selling price, shall be submitted to the City's Housing Department for final approval, before
Developer offers a contract for purchase to the prospective purchaser desiring to purchase a
Unit as a Qualified Purchaser.

                (e)     Developer shall submit to City all documentation on applicants
applying to purchase a Unit for income qualification. Developer will also submit an affidavit
executed by the applicant establishing applicant’s intention to be an Owner-Occupant in the
Unit as part of fulfilling the Owner-Occupancy Requirement described in Section 7.03
hereof. City covenants with Developer to either approve or reject a prospective purchaser as
a “Qualified Purchaser” and/or “Owner-Occupant” within twenty (20) days of receipt from
the Developer of all of the information needed. The approval from the City shall be provided
substantially in the form attached hereto as Exhibit “G.”

               (f)    Developer shall sell Lots only after Units have been constructed
thereon. Further, Developer shall sell only to Owner-Occupants and Qualified Purchasers, as
required by this Agreement. As a condition precedent to sales to Qualified Purchasers, each
must complete a homebuyers’ education program approved by City staff.




                                             20
       7.03    Owner-Occupancy Requirement.

               (a)      Developer may not sell or otherwise convey Units except to Owner-
Occupants, which in some instances must also be Qualified Purchasers. The Residential
Improvements Site will be subject to the Owner-Occupancy restrictions on sales of all
Units/Lots as set forth in the Declaration.

              (b)     Developer agrees to market the sale of each Unit to Owner-Occupant
households and include in any sales contract notice to the prospective purchaser that any
subsequent sale to a third party must be to an Owner-Occupant. The Owner-Occupancy
requirement shall be embodied in the deed from the Developer to the Owner-Occupant, such
deed being substantially in the form attached hereto as Exhibit “H.” The marketing of Units
by Developer shall include marketing to residents of the Parramore area.

        7.04 Limit on Number of Units Sold to One Purchaser. Developer covenants and
agrees with City that no more than one (1) of the Units and the Lot on which it is constructed
will be sold to the same Owner-Occupant household.

        7.05 Creation of Property Owners Association. Developer covenants and agrees
with City to create a homeowners’ association, which, among other things, will participate in
architectural review and enhance the intangible aesthetic human qualities that are important
in a neighborhood and be responsible for maintenance of common areas on the Property. The
documents creating the homeowners association will be submitted to City for approval prior
to recording in the Public Records of Orange County, Florida. The City agrees to provide the
Developer with written approval or comments regarding needed changes, regarding the
homeowners’ association documents, specifically including the Declaration of Covenants,
Conditions and Restrictions, the Articles of Incorporation and the Bylaws, within thirty (30)
days of the receipt of such documents. As part of the closing to transfer the Property to
Developer, Developer will record the homeowners’ association documents.

        7.06 Closings on Unit and Lot Sales. Developer may not close on any Unit and Lot
sale until the Certificate of Occupancy is first issued for it, after completion of all
Infrastructure Improvements.

       7.07 Sales Prices of Units and Lots. Developer shall cause to be performed a
baseline market study at least sixty (60) days prior to recording of the final plat for the
Property, conducted by an independent consultant acceptable to City, to aid in determining
the product mix in and the Sales Prices of Units and Lots. The initial Sales Prices for Units
and Lots will be based on the study and determined in accordance with this Agreement.
Sales Prices shall be subject to approval by the Chief Financial Officer of City and City’s
Director of Housing. So long as the Sales Prices do not exceed one hundred five percent
(105%) of the prices suggested in the market study, City will approve the prices. City agrees
to provide the Developer with written approval of the final sales prices by the Chief Financial
Officer of City and City’s Director of Housing within thirty (30) days of the receipt of the
study and Developer’s proposed sales prices. After approval of the sales prices, any
proposed increases in excess of 5% shall require Developer to provide justification to and
obtain final approval from the Chief Financial Officer of City and City’s Director of
Housing. Developer agrees that it will accept City’s determination on any price increases in

                                              21
the City’s reasonable discretion and will hold harmless City against any and all claims, which
might be made arising out of any claims that City should approve Unit/Lot sales for higher
prices than approved by City.

                               ARTICLE 8.
                 PROJECT BENCHMARKS / PROJECT SCHEDULE.

        8.01 Project Schedule. Subject to Unavoidable Delay, Developer shall develop the
Project in accordance with the following schedule, unless such time periods or deadlines are
waived or extended by City:

               (a)    All Permits for the Infrastructure Improvements shall be issued prior to
the expiration of the Entitlement Period in accordance with the critical path schedule of
events described in Section 2.06 (b) hereof.

                (b)    Developer shall commence construction of the Infrastructure
Improvements within thirty (30) days of the receipt of all Permits and complete construction
thereof within twelve (12) months thereafter. (c) For all Units under sales contracts to
prospective purchasers at the time the Infrastructure Improvements are completed, Developer
shall apply for Building Permits by no later than thirty (30) days after completion of the
Infrastructure Improvements. Construction shall commence on a Unit within thirty (30) days
after issuance of the Building Permit and be completed by no later than ninety (90) days
thereafter. Commencement of construction shall mean pouring of the footers for the Unit.

                 (d)    Completion of the Project shall occur within three (3) years after the
Closing Date. Within the time limits provided in Section 2.06 (b) hereof, Developer shall
furnish to City the Project Schedule incorporating the events of the critical path schedule and
this Article all which must be approved by City in its reasonable discretion; whereupon, the
parties shall follow the Project Schedule in completing the Project.

                                ARTICLE 9.
                    PROJECT CONSTRUCTION/CONTRACTORS.

       9.01 City Not in Privity with Contractors. City shall not be deemed to be in privity
of contract with any Contractor or provider of goods or services with respect to the
construction of any part of the Project.

       9.02    City Living Wage Policy.

               (a)    Developer shall comply with City’s Living Wage Policy, which
requires that Developer and its Contractor, as well as its first-tier sub-contractors shall pay a
living wage to all of their employees providing services to the Project for the time spent
providing such services. “Living wage” means compensation for employment of not less
than $8.50 per hour for straight time, exclusive of FICA, unemployment taxes, and workers
compensation insurance and employee benefits. Necessary payroll documentation shall be
provided to the City upon City’s request, provided that, the City has good cause to believe
that compliance with the City’s Living Wage Policy is not being met.



                                               22
                 (b)     If federal funds are awarded to the Project, then Developer will also
comply with applicable federal laws, including the Davis-Bacon Act, to the extent applicable.
If there is a conflict between the wage to be paid according to City’s Living Wage Policy and
the Davis-Bacon wage, Developer or Contractor shall pay the higher of the two wages for the
applicable job classification.

               (c)    This Section shall not impose any obligation upon Developer or the
manufacturer of the modular or “system built” Units to comply with the City’s Living Wage
Policy and the City hereby agrees and acknowledges that the manufacturer of the modular or
“system built” Units and the Developer will not be subject to compliance with the City’s
Living Wage policy in connection with payment of employees of the manufacturer of the
modular or “system built.”

        9.03 MBE/WBE Compliance. Developer and the Contractor shall comply with
Articles II and III of Chapter 57 of the Orlando City Code (“MBE/WBE Ordinance”) relating
to the participation of City-certified minority business enterprises (“MBE”) and City-certified
women business enterprises (“WBE”) during the construction phase of the Project.
Developer shall require the Contractor to make good faith effort to subcontract eighteen
percent (18%) of the dollar value of the construction contract between the Contractor and the
Developer to MBE firms and six percent (6%) of the dollar value of the construction contract
to WBE firms. If feasible, City strongly encourages Developer and the Contractor to utilize
City-certified minority firms during the design phase of the Project. Developer and the
Contractor, under limited circumstance, may substitute minority firms. Substitution shall
only be allowed upon good cause shown as determined by City of Orlando’s MBE
Coordinator. Written approval must be obtained from City’s MBE Coordinator before
substitution is allowed. Furthermore Developer shall require the Contractor to make a good
faith effort to provide that 18% of the Contractor’s workforce level will be minorities and
that 6% of the Contractor’s work force level will be female. City encourages Developer and
the Contractor to exceed the minimum MBE/WBE goals established in the MBE/WBE
Ordinance, and, upon request, City will assist Developer and/or the Contractor in their efforts
to exceed such goals. Developer shall require its Contractor to submit quarterly reports thirty
(30) days after commencement of construction has begun as defined in Section 8.01 in a
format acceptable to City and City’s MBE Office, documenting MBE/WBE firms used, their
scopes of work, dollar value of contracts, work performed to date, and dollar amounts paid to
date. Furthermore, Developer shall require its Contractor to submit quarterly work force level
reports in a format acceptable to City and City’s MBE Office documenting minority
participation. The initial MBE/WBE sub-contractor participation and work force level reports
shall be submitted to City’s MBE Office within thirty (30) days after the commencement of
construction has begun as described in Section 8.01. Developer shall notify City and the
MBE Office in writing of the contract award date. City and Developer agree and consent to a
City MBE Compliance Officer visiting the Property from time to time to interview firms and
employees in order to observe and determine participation by MBE/WBE firms and minority
and women employees.

       9.04 Developer Performance Guaranty. At Closing Developer shall post a
performance guaranty in the form of a performance bond, completion bond, letter of credit,
or other form acceptable to the City, in its sole and absolute discretion as more specifically
described and set forth in the Real Estate Contract.

                                              23
        9.05 Contractor Bonds. Developer shall require the Contractor to maintain in full
force and effect the performance bond and a labor and material payment bond as described in
Section 2.05 (g) and (h) of this Agreement for so long as required by City.

      9.06 Contractor Warranties. Developer shall require each Contractor to warrant its
work for each improvement completed, for at least one (1) year after completion of that
improvement.



                                     ARTICLE 10.
                                  PROJECT FINANCING

       10.01 Project Financing.

                 (a)    At least thirty (30) days prior to Closing on the conveyance of the
Property, Developer shall obtain Project Financing and submit the financing documents to
City for City to determine whether the lender has provided sufficient assurances that City’s
equity in the Property will not be compromised. The intent of the parties is that City’s
equitable interest in the Property prior to Completion of the Project shall be fully protected
and there will be equity in the Property as determined in the City’s sole and absolute
discretion, which exceeds the amount the Project Lender will advance, plus the amount
secured by the Land Mortgage. Developer shall provide reasonable and adequate
documentation establishing the projected value of the Property at all times during the
development and sale process, at such intervals as City should require. Upon receipt of the
financing documents, should City determine that it is not adequately secured, it shall have the
right to terminate this Agreement and the Real Estate Contract without liability to Developer,
lender or any third parties. Developer agrees to hold harmless and defend City with regard to
any claims made against City arising out of City’s refusal to close for the reasons as provided
in this Section.

                (b)   Developer covenants and agrees with City that the proceeds of the
Project Financing shall be used for the purpose of paying costs and fees related to the
development, construction and installation of the Infrastructure Improvements and the
development of the Residential Improvements to the extent of construction by Developer on
a Lot and that such proceeds, together with its own funds or other funds available to it, shall
be sufficient to pay the costs of the development, construction and installation of the
Infrastructure Improvements and the development of the Project.

               (c)     Project Financing may also include financing of construction of Units.

               (d)     City shall have the right to require that the first mortgage lender
include provisions in the financing documents that will protect City’s equity interest under its
second mortgage position and that such provisions will not be modified without City’s
written consent, as more specifically described in the Real Estate Contract

       10.02 Notice of Developer’s Default. Any notice from City to Developer specifying
an event of default by Developer under Section 15.01 hereof shall, at the same time it is


                                              24
provided to Developer, be mailed to any Project Lender if so requested in writing by that
Project Lender, by certified mail, return receipt requested, at its address last given to City by
Developer prior to such notice. The notice from City to the Project Lender shall state the
basis of the default, the particular provision of this Agreement under which Developer is in
default and shall include copies of any pleadings in any proceedings instituted by City
incident thereto, if any.

       10.03 Cure of Developer’s Default by Project Lender.

               (a)     Following City providing the notice under Section 10.02 hereof, a
Project Lender may, at its election, cure or remedy the default by Developer. If the Project
Lender elects to cure such default, it shall give notice of such election to City and Developer
within sixty (60) days after City issued its notice of default by Developer as provided in
Section 15.01 hereof.

                (b)    So long as the Project Lender proceeds to cure or remedy Developer’s
default of this Agreement, City agrees not to exercise any right or remedy available to it
resulting from Developer’s default described in the notice and which the Project Lender has
elected to cure for such period of time as shall be reasonably necessary for the Project Lender
to cure or remedy such default, including any time reasonably necessary for the Project
Lender to obtain possession of the Property, if possession is necessary to enable the Project
Lender to cure or remedy such default. Any time periods or deadlines provided for in this
Agreement shall be extended to the extent such time period or deadline is affected by any
curative action taken by the Project Lender; provided however, City shall not be obligated to
extend the time to cure a default for more than one hundred twenty (120) days.

               (c)     If a default by Developer under this Agreement is timely cured or
remedied by the Project Lender pursuant to this Section 10.03, then City shall not have any
rights or remedies against Developer with regard to such default, except in such an event,
Developer shall be obligated to pay and City may recover from Developer any fees, costs or
other expenses (including reasonable attorneys fees) incurred by City as a result of said
default by Developer, plus interest on such fees, costs or other expenses from the date they
were incurred at the statutory rate.

                (d)     If the Project Lender elects to cure or remedy Developer’s default
hereunder, it shall do so in the same manner as required of Developer.

        10.04 City Dealing Directly with Project Lender. At anytime Developer is in default
under this Agreement, the Real Estate Contract or any Project Financing documents, and the
applicable cure period has expired, City is hereby authorized to deal directly with any Project
Lenders for the purpose of curing or otherwise resolving such default or for any other reason,
including the outstanding mortgage debt, or mortgage releases of the Property, or any part
thereof. Prior to closing on the conveyance of the Property, City shall however have the right
to communicate freely with the Project Lender to review loan documents to verify that the
Project Financing documents provide adequate protection for City’s second mortgage equity
position in the Property.




                                               25
       10.05 Inspection & Audit of Developer Records.

               (a)     City, or its designee, may in its sole discretion audit the books and
records of Developer, but only as such books and records relate to the Project. Such audit
shall be undertaken only so long as the City has provided Developer three (3) days’ written
advance notice of its intent to audit. Such audit shall be undertaken during regular business
hours during construction of the Project.

              (b)   Developer shall maintain, in City, books and records for the
development of the Project and sales of Units for a period of three (3) years from the
Expiration Date.

                                       ARTICLE 11.
                                       INSURANCE.

       11.01 Insurance Requirements Generally.

               (a)     All insurance shall be obtained from financially responsible insurance
companies either duly authorized under the laws of the State of Florida to do insurance
business in the State of Florida (or subject to legal process in the State of Florida) with an
insurer rating of A- or better by A.M. Best and shall be issued and countersigned by duly
authorized representatives of such companies in the State of Florida.

               (b)    The insurance coverages and limits shall be evidenced by properly
executed policy endorsements, including endorsements evidencing renewal of any such
insurance as provided herein.

              (c)    All insurance coverages must be issued as required by law and must be
endorsed, where necessary, to comply with the minimum requirements contained herein.

                (d)    Renewals of insurance which conform in every respect with the
requirements of this Article 11 are to be provided City prior to expiration of current
coverages provided that if the renewal endorsements are not available prior to the expiration
date of current coverages and renewal coverages have been obtained, Developer will notify
City of the identity of the renewal insurance carriers no later than 5:00 p.m. (Orlando time)
on the date of expiration of the then current coverage.

               (e)     Developer shall provide City certified true copies of any insurance
policy required by this Article 11.

                (f)     Construction of the Infrastructure Improvements, or any part thereof,
by Developer, or anyone on behalf of Developer, shall not commence or continue at or on the
Property unless and until the insurance coverage required of Developer or its Contractors is
in effect and satisfactory evidence of such insurance has been provided to City.

             (g)     The insurance coverages and limits required of Developer under this
Agreement are designed to be the minimum requirements the Developer shall meet.



                                             26
           (h)    Nothing in this Agreement is intended nor shall it be deemed that the
minimum coverages required by City constitute a recommended insurance program for
Developer.

              (i)    Developer alone shall be responsible for the sufficiency of its own
insurance program. City will in no way be responsible to Developer or any other party for
any inadequacy of Developer’s overall insurance program.

                (j)    City shall be responsible for the sufficiency of its insurance program.
Developer will in no way be responsible to City or any other party for any inadequacy of
City’s overall insurance program.

               (k)     Developer shall obtain and maintain property insurance covering the
full value of all improvements, with deductibles of no more than five per cent (5%) of the
value of the improvements.

              (l)    Developer shall require the Contractor to provide the following types
and amounts of insurance with an insurer rated A- or better by A.M. Best:

                     (1)    Commercial General Liability Insurance coverage in the
minimum amount of Two Million Dollars ($2,000,000) for bodily injury or death, One
Million Dollars ($1,000,000) for property damage, and an excess umbrella policy in a
minimum coverage amount of Five Million Dollars ($5,000,000), all written on an
occurrence basis.

                     (2)     Builder’s Risk Insurance in an amount equal to the total value
of the improvements during the construction period.

                       (3)    Full and complete Workers’ Compensation Insurance Coverage
as required by Florida law.

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

              (m)    City shall be named as an additional insured on all insurance policies
obtained by Developer and required by this Agreement, except for worker’s compensation.

        11.02 Insurance During Construction of the Project. Prior to the commencement of
construction and installation of the Infrastructure Improvements and continuing until
completion of such improvements, except as otherwise expressly set forth herein, Developer
or the Contractor shall provide, pay for and keep in full force and effect, or cause to be
provided, paid for and kept in full force and effect, with insurance companies satisfying the
requirements of Section 11.01. Developer shall furnish to City certified true copies of all
required insurance policies including its respective builders risk insurance policy with copies
of all endorsements added during the policy term.

        11.03 Waiver of Subrogation Requirement. Developer or its Contractor, with
respect to construction of the Infrastructure Improvements, shall cause it insurance carriers to

                                              27
agree to a joint waiver of subrogation with respect to builders risk insurance covering said
construction, which waivers shall include Contractor and all subordinate contractors.

        11.04 Insurance Exclusive of Indemnity. The insurance obligations of Developer
and City specified in this Article 11 are exclusive of, and in addition to, any and all indemnity
obligations of Developer and City under this Agreement.

       11.05 No Waiver of Sovereign Immunity. Nothing in this Agreement or the Real
Estate Contract is intended nor shall be deemed to constitute a waiver in whole or in part of
any sovereign immunity applicable to or that may be asserted by the Agency or City.



                                      ARTICLE 12.
                                   INDEMNIFICATION.

       12.01 Indemnification by Developer.

                 (a)     For consideration of $10.00 and other good and valuable consideration
herein provided, the receipt of which is hereby acknowledged by Developer, Developer
agrees to indemnify, defend and hold harmless, the Agency and City, their elected and
appointed officials, respective agents, officers, or employees, from any and all liabilities,
damages, penalties, judgments, claims, demands, costs, losses, expenses or attorneys’ fees for
pre-litigation, trial, appellate, administrative and bankruptcy proceedings, for personal injury,
bodily injury, death or property damage arising out of, or by reason of any act or omission by
Developer, its agents, employees (if any) or contractors, arising out of, in connection with or
by reason of, the performance of any and all services contemplated by this Agreement, or
which are alleged to have arisen out of, in connection with or by reason of, the performance
of any and all services contemplated by this Agreement, or which are alleged to have arisen
out of, in connection with, or by reason of, the performance of such services; provided,
however, that, except with respect to any intentional acts by Developer, its agents, officers, or
employees, Developer shall not be required to indemnify, defend and hold harmless, the
Agency and City, their elected and appointed officials, respective agents, officers, or
employees, beyond the amount of any insurance carried by, on behalf of, or available to
Developer.

                 (b)     With the advice and direction of its legal counsel and financial
consultants, Developer has fully reviewed the Project and all of the restrictions under which
it must be developed and marketed, in accordance with this Agreement and the Real Estate
Contract. Developer acknowledges the development parameters are acceptable and the Units
can be sold in the manner provided herein.                   Based upon these Developer’s
acknowledgements and the indemnifications set forth in this Agreement, City is willing to
enter into these agreements, without which City would not proceed. Developer therefore
does hereby agree to indemnify, defend and hold harmless the Agency and City, their elected
and appointed officials, respective agents, officers, or employees, from any and all liabilities,
damages, penalties, judgments, claims, demands, costs, losses, expenses and attorneys’ fees
for pre-litigation, trial, appellate, administrative and bankruptcy proceedings for, arising out
of or resulting from any and all claims, demands, causes of actions or actions directly or

                                               28
indirectly dealing with or based upon the development covenants and restrictions under
which the Property must be developed and Units sold.

               (c)    Developer’s indemnity obligations under subsection (a) shall survive
the Expiration Date for a period of three (3) years, but shall apply only to occurrences, acts,
or omissions that occurred on or before the Expiration Date or earlier termination of this
Agreement.

                (d)    Developer’s indemnities set forth herein are not and shall not be
interpreted as an insuring agreement between or among the parties to this Agreement, nor as
a waiver of sovereign immunity for any party entitled to assert the defense of sovereign
immunity.



                         ARTICLE 13.
 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE DEVELOPER.

        13.01 Representations and Warranties. Developer represents and warrants to City
that each of the following statements is currently true and accurate and agrees City may rely
upon them:

                (a)    Developer is a Florida limited liability company duly organized and
validly existing under the laws of the State of Florida, has all requisite power and authority to
carry on its business as now conducted, to own or hold its properties and to enter into and
perform its obligations hereunder and under each document or instrument contemplated by
this Agreement to which it is a party, is qualified to do business in the State of Florida, and
has consented to service of process upon a designated agent for service of process in the State
of Florida.

               (b)     This Agreement and, to the extent such documents presently exist in a
form accepted by City and Developer and all Exhibits hereto, have been duly authorized by
all necessary action on the part of, and have been or will be duly executed and delivered by,
Developer, and to the best of Developer’s knowledge, neither the execution and delivery
thereof, nor compliance with the terms and provisions thereof or hereof: (1) requires the
approval and consent of any other party, except such as have been duly obtained or as are
specifically noted herein, (2) contravenes any existing law, judgment, governmental rule,
regulation or order applicable to or binding on Developer, (3) contravenes or results in any
breach of, default under or, other than as contemplated by this Agreement, results in the
creation of any lien or encumbrance upon any property of Developer under any indenture,
mortgage, deed of trust, bank loan or credit agreement, Developer’s articles of organization,
operating agreement, or, any other agreement or instrument to which Developer is a party or
by which Developer may be bound, a default of which would cause a default under this
Agreement.

             (c)    This Agreement and, to the extent such documents presently exist in
form accepted by City and Developer, each document contemplated or required by this
Agreement to which Developer is or will be a party constitutes, or when entered into will


                                               29
constitute, a legal, valid and binding obligation of Developer enforceable against Developer
in accordance with the terms thereof, except as such enforceability may be limited by
applicable bankruptcy, insolvency or similar laws from time to time in effect which affect
creditors’ rights generally and subject to usual equitable principles in the event that equitable
remedies are involved.

                (d)    There are no pending or, to the best of Developer’s knowledge,
threatened actions or proceedings before any court or administrative agency of City against
Developer, or against any member, officer, employee or agent of Developer, which question
the validity of this Agreement or any document contemplated hereunder, or which are likely
in any case, or in the aggregate, to materially adversely affect the consummation of the
transactions contemplated hereunder or the financial condition of Developer.

               (e)      Developer has filed or caused to be filed all federal, state, local and
foreign tax returns, if any, which are required to be filed by Developer, and has paid, or
caused to be paid, all taxes currently shown to be due and payable on such returns or on any
assessments currently levied against Developer.

                (f)    All financial information and other documentation, including that
pertaining to the Project or Developer, delivered by Developer to the Agency and City, was,
to the best of Developer’s knowledge, on the date of delivery thereof, true and correct.

              (g)     The principal place of business and principal executive offices of
Developer are in Orlando, Florida.

              (h)     As of the Closing Date, to the best of Developer’s knowledge,
Developer will have the financial capacity to carry out its obligations and responsibilities in
connection with the development of the Project as contemplated by this Agreement.

               (i)     Developer has the experience, expertise, and capability, or will cause
others with the experience, expertise and capability, to develop, cause the construction, and
complete the Infrastructure and Residential Projects, and use its best efforts to assure the
development, construction and completion of the Project, and, oversee and manage the
design, planning, construction, and completion of the Infrastructure Improvements, and to
acquire the Property as provided herein.

       13.02 Covenants. Developer covenants with City as follows:

               (a)    Developer shall timely perform or cause to be performed all of the
obligations contained herein and in the Real Estate Contract, which are the responsibility of
Developer to perform.

                 (b)    During each year this Agreement and the obligations of Developer
under this Agreement shall be in effect, Developer shall cause to be executed and to continue
to be in effect those instruments, documents, certificates, permits, licenses and approvals and
shall cause to occur those events contemplated by this Agreement and the Real Estate
Contract that are the responsibility of Developer.



                                               30
               (c)     Developer shall develop the Project in accordance with this Agreement
and the Plans and Specifications and will not violate any laws, ordinances, rules, regulations,
orders, contracts or agreements that are or will be applicable thereto, including the Plan and
the Act.

              (d)    Developer shall comply with all provisions of the Project Financing
documents to avoid an uncured default.

               (e)     Subsequent to the Effective Date, Developer shall establish and
maintain its financial capability to develop, construct and complete the Infrastructure and
Residential Projects and shall promptly notify City of any event, condition, occurrence, or
change in its financial condition which materially adversely affects, or with the passage of
time is likely to adversely affect, Developer’s financial capability to successfully and
completely develop, construct and complete the Infrastructure and Residential Projects as
contemplated hereby.

               (f)     Developer shall promptly cause to be filed when due all federal, state,
local and foreign tax returns required to be filed by it, and shall promptly pay when due any
tax required thereby so as to avoid an uncured tax lien against the Project.

                (g)     Developer shall not sell, lease, transfer or otherwise dispose of all or
substantially all its assets without adequate consideration and will otherwise take no action
which shall have the effect, singularly or in the aggregate, of rendering Developer unable to
continue to observe and perform the covenants, agreements, and conditions hereof and the
performance of all other obligations required by this Agreement.

               (h)    Subject to Section 18.01, Developer shall maintain its existence, will
not dissolve or substantially dissolve all of its assets and will not consolidate or merge into
another corporation, limited partnership, or other entity or permit one or more other
corporations or other entity to consolidate with or merge into it without the prior written
approval of City.



                              ARTICLE 14.
              REPRESENTATIONS, WARRANTIES AND COVENANTS
                                OF CITY.

        14.01 Representations and Warranties. City represents and warrants to Developer
that each of the following statements is currently true and accurate and agrees that Developer
may rely on each:

              (a)    City is a validly existing municipal corporation and has all requisite
corporate power and authority to carry on its business as now conducted and to perform its
obligations hereunder and under each document or instrument contemplated by this
Agreement to which it is or will be a party.

             (b)    This Agreement and, to the extent such documents presently exist in
form accepted by City and Developer, each document contemplated or required by this

                                              31
Agreement to which City is or will be a party have been duly authorized by all necessary
action on the part of, and have been or will be duly executed and delivered by, City, and
neither the execution and delivery thereof, nor compliance with the terms and provisions
thereof or hereof (1) requires the approval and consent of any other party, except such as
have been duly obtained or as are specifically noted herein, (2) contravenes any existing law,
judgment, governmental rule, regulation or order applicable to or binding on City, (3)
contravenes or results in any breach of, or default under or, other than as contemplated by
this Agreement, results in the creation of any lien or encumbrance upon any property of City
under any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable
ordinances, resolutions or, on the date of this Agreement, any other agreement or instrument
to which City is a party, specifically including any covenants of any bonds, notes, or other
forms of indebtedness of City outstanding on the Effective Date.

               (c)     This Agreement and, to the extent such documents presently exist in
form accepted by City and Developer, each document contemplated or required by this
Agreement to which City is or will be a party constitute, or when entered into will constitute,
legal, valid and binding obligations of City enforceable against City in accordance with the
terms thereof, except as such enforceability may be limited by public policy or applicable
bankruptcy, insolvency or similar laws from time to time in effect which affect creditors’
rights generally and subject to usual equitable principles in the event that equitable remedies
are involved.

                (d)    There are no pending or threatened actions or proceedings before any
court or administrative agency of City against City, or against any officer of City, which
question the validity of any document contemplated hereunder, or which are likely in any
case, or in the aggregate, to materially adversely affect the consummation of the transactions
contemplated hereunder or the financial condition of City.

              (e)   From time to time, City has conducted environmental studies
concerning the condition of the Property. Those studies include the following: HUD
Environmental Assessment Format II with support documents; Phase I Environmental
Assessment; Phase II Environmental Assessment; Asbestos Demolition Survey and Noise
Assessment Study.

        City is not aware of any other studies it has conducted. City will provide Developer
copies of such studies upon request to the extent City has not already done so and to the
extent that it still has such studies within its possession. Developer will not rely upon these
studies and acknowledges that City is providing them for informational purposes only, and
that Developer shall take such steps as it deems necessary in order to determine that the
Property is in the environmental condition it deems necessary for the use Developer will
make of the Property and agrees to hold harmless and defend City from and against any
claims which may be made against City arising out of any environmental issues concerning
the Property.




                                              32
       14.02 Covenants. City covenants with Developer as follows:

               (a)    City shall timely perform or cause to be performed all of the
obligations contained herein and the Real Estate Contract, which are the responsibility of
City to perform.

                (b)    During each year that this Agreement and the obligations of City under
this Agreement shall be in effect, City shall cause to be executed and to continue to be in
effect those instruments, documents, certificates, permits, licenses and approvals, and shall
cause to occur those events contemplated by this Agreement and the Real Estate Contract that
are applicable to and are the responsibility of City.

                (c)    City shall assist and cooperate with Developer to accomplish the
development of the Residential Improvements in accordance with this Agreement and the
Plans and Specifications, will carry out its duties and responsibilities contemplated by this
Agreement, and will not violate any laws, ordinances, rules, regulations, orders, contracts, or
agreements that are or will be applicable thereto, and, to the extent permitted by law, City
will not enact or adopt or urge or encourage the adoption of any ordinances, resolutions,
rules, regulations or orders or approve or enter into any contracts or agreements, including
issuing any bonds, notes, or other forms of indebtedness, that will result in any provision of
this Agreement or the Real Estate Contract to be in violation thereof.

                (d)     Other than the rezoning of the Property from R-3B/T to PD/T for the
Project Site, City shall not request or recommend any rezoning of the Project Site, or any part
thereof, which will prevent or adversely affect the development of the Project.



                                    ARTICLE 15.
                               DEFAULT; TERMINATION.

       15.01 Default by Developer.

             (a)     There shall be a material “event of default” in this Agreement by
Developer upon the occurrence after the Closing Date of any one or more of the following:

                      (i)    Subject to Unavoidable Delay, Developer, after commencement
                             of construction stops work on Infrastructure Improvements or
                             Residential Improvements for forty-five (45) days.        (For
                             purposes of this paragraph (1), “stops work” means Developer,
                             or any Contractor, is not diligently prosecuting work in a
                             reasonable and effective manner subject to Unavoidable Delay.)

                      (ii)   The Project Lender declares Developer in default of any Project
                             Financing and the time period for curing such default expires
                             without such default being cured or any curative period does not
                             apply.



                                              33
                      (iii) Developer fails to obtain or maintain the insurance or fails to
                            cause others to obtain or maintain the insurance required by
                            Article 11, and the same is not waived in writing by City.

                      (iv)   Developer files for bankruptcy or an involuntary petition in
                             bankruptcy is filed against Developer.

                      (v)    The Project or any part thereof is seized through legal process
                             due to foreclosure on lien or other cause such that title has been
                             transferred from Developer to a third party or Developer no
                             longer has control or use of the Project.

                      (vi)   Dissolution of Developer or assignment of Developer’s rights
                             other than as permitted by Section 18.01, without approval of
                             City.

                      (vii) Developer fails to indemnify either City or Agency as required
                            by Section 12.01.

                      (viii) Developer fails to meet any deadline set forth in Article 8
                             hereof.

                      (ix)   Developer sells a Unit to a person who is not an Owner-
                             Occupant.

                      (x)    Developer fails to sell twenty-five percent (25%) of the Units to
                             Qualified Purchasers.

                      (xi)   The failure of Developer to proceed expeditiously in satisfying
                             all of the matters to be addressed and to obtain all Permits prior
                             to expiration of the Entitlement Period except building permits.


                    (xii)    Developer breaches any other material provision of this
                             Agreement.

                    (xiii) If Developer defaults under the Real Estate Contract, at the
                           election of City, it shall also be a default in this Agreement.

                (b)     If an event of default by Developer should occur, City shall provide
written notice thereof to Developer, and, if Developer does not commence curing such event
of default within thirty (30) days which is then cured within ninety (90) days after receipt of
the written notice from City specifying in reasonable detail the event of default by Developer,
or if such event of default is of such nature that it cannot be completely cured within such
time period, then if City is not then in default of this Agreement and Developer shall not have
commenced to cure such default within thirty (30) days and shall not diligently prosecute
such cure to completion within one hundred twenty (120) days after Developer commences
to cure such default, then City may pursue the remedies provided in this Article 15, unless a


                                              34
Project Lender has notified City it will cure a Developer default, which must then be cured
within the time limits provided for Lender in this Agreement.

                (c)      With regard to any default for failure to pay taxes, the time period for
curing shall be extended if Developer is legitimately contesting in good faith any tax, levy,
lien or other assessment, which has been made against the Residential Improvements, or any
part thereof, for the time of such contest.

                (d)    In the event a default by Developer under this Agreement is not cured
within the time limits required herein and provided City is not then in default, by giving
written notice to Developer (“Notice of Reacquisition”), City may also elect to reacquire at
no charge any Lot, which shall be subject only to the lien of any Project Lender and the rights
of any bona fide prospective purchaser holding a sales contract to purchase the Unit. City
shall provide its Notice of Reacquisition to Developer within one hundred thirty (130) days
after delivery of the notice of default to Developer. In the event that the Notice of
Reacquisition is duly given in the manner set forth herein, then within ten (10) days after
receipt of the Notice of Reacquisition Developer shall re-convey the Lot to City via a deed
subject only to the Project Financing, any purchase agreement, which shall be assigned to
City, and any covenants, conditions, restrictions and easements of record previously
approved by City. City may enforce its right of reacquisition through an action for specific
performance and the appointment of a receiver; however, City shall also be entitled to
exercise all other remedies available at law or in equity.

              (e)    In the event Developer fails to cure a default in the Project Financing
and City elects to do so, Developer consents to the appointment of a receiver to take
possession of the Property and Project for purposes of preserving the Property and
enforcement of this Agreement to carry out its intent and purposes of developing the
Property.

               (f)   Any attempt by City to pursue any of the above referenced remedies
will not be deemed an exclusive election of remedy or waiver of City’s right to pursue any
other remedy to which either may be entitled.

       15.02 Default by City.

                (a)     Provided Developer is not then in default under Section 15.01, if after
the Closing Date there shall be an “event of default” by City under this Agreement because of
City’s failure to perform or comply with any material provision of this Agreement, Developer
may declare City in default after notice and opportunity to cure as provided herein. On the
other hand, suspension of or delay in performance by City during any period in which
Developer is in default of this Agreement as provided in Section 15.01 hereof will not
constitute an event of default by City.

               (b)     If an event of default by City shall occur after the Closing Date,
Developer shall provide written notice thereof to City, and, after expiration of the curative
period described in paragraph (c) below, Developer may declare a default and institute an
action to compel specific performance, which shall be its sole exclusive remedy for any City
default under this Agreement or the Real Estate Contract.

                                               35
                (c)    Developer may not institute an action described in paragraph (b) above
if City commences to cure such event of default within thirty (30) days and does so within
ninety (90) days after receipt by City of written notice from Developer specifying in
reasonable detail the event of default by City, or if any such event of default is of a nature
that it cannot be completely cured within such period, then within a reasonably longer period
of time as may be necessary to cure the default, but in no event more than one hundred
twenty (120) days. City shall within said ninety (90) day period or such longer period
promptly, diligently and in good faith proceed to cure the event of default after receipt of the
notice from Developer.

               (d)    Any time periods or deadlines provided in this Agreement shall be
tolled or extended by the amount of time to cure any event of default hereunder if the event
affects Developer’s or City’s ability to perform by the deadline or the expiration of such
period.

        15.03 Default Prior to Closing. Notwithstanding anything to the contrary otherwise
stated herein, all rights and remedies for default for matters occurring prior to the Closing
Date shall be governed primarily by the Real Estate Contract.

        15.04 Obligations, Rights and Remedies Cumulative. Unless specifically stated
herein to the contrary, the specified rights and remedies to which either City or Developer are
entitled under this Agreement are not exclusive and are intended to be in addition to any
other remedies or means of redress to which City or Developer may lawfully be entitled and
are not specifically prohibited by this Agreement. The suspension of, or delay in, the
performance of its obligations by Developer, while City shall at such time be in default of its
obligations hereunder shall not be deemed to be an “event of default.” The suspension of, or
delay in, the performance of the obligations by City while Developer shall at such time be in
default of its obligations hereunder shall not be deemed to be an “event of default” by City.

       15.05 Non-Action on Failure to Observe Provisions of this Agreement. The failure
of City or Developer to promptly or continually insist upon strict performance of any term,
covenant, condition or provision of this Agreement, or any Exhibit hereto, or any other
agreement, instrument or document of whatever form or nature contemplated hereby shall
not be deemed a waiver of any right or remedy that City or Developer may have, and shall
not be deemed a waiver of a subsequent default or nonperformance of such term, covenant,
condition or provision.

       15.06 Termination of this Agreement. At any time prior to the Closing Date as
provided in the Real Estate Contract, Developer may terminate this Agreement and the Real
Estate Contract without further liability of either party to the other as described in the Real
Estate Contract.




                                              36
                                     ARTICLE 16.
                                 UNAVOIDABLE DELAY.

       16.01 Unavoidable Delay.

              (a)     Any delay in performance of or inability to perform any obligation
under this Agreement (other than an obligation to pay money) due to any event or condition
described in paragraph (b) as an event of “Unavoidable Delay” shall be excused in the
manner provided in this Section 16.01.

                (b)     “Unavoidable Delay” means any of the following events or conditions
or any combination thereof: acts of God, acts of the public enemy, riot, insurrection, war, act
of terrorism, pestilence, archaeological excavations required by law, unavailability of
materials after timely ordering of same, epidemics, quarantine restrictions, freight
embargoes, fire, lightning, hurricanes, earthquakes, tornadoes, floods, extremely abnormal
and excessively inclement weather (as indicated by the records of the local weather bureau
for a five-year period preceding the Effective Date), strikes or labor disturbances, delays due
to proceedings under Chapters 73 and 74, Florida Statutes, restoration in connection with any
of the foregoing or any other cause beyond the reasonable control of the party performing the
obligation in question, including, without limitation, such causes as may arise from the
reasonably unforeseeable act of the other party to this Agreement, or acts of any
governmental authority, as well as conditions of the Property unknown and not reasonably
discoverable, prior to the Closing Date.

               (c)    An application by any party hereto for an extension of time pursuant to
subsection (a) must be in writing, must set forth in detail the reasons and causes of delay, and
must be filed with the other party to this Agreement seven (7) days following the party
becoming aware (or with the exercise of reasonable diligence should have become aware) of
such occurrence.

               (d)     Any party shall be entitled to an extension of time for an Unavoidable
Delay only for the number of days of delay due solely to the occurrence of the event or
condition causing such Unavoidable Delay and only to the extent that any such occurrence
actually delays that party from proceeding with its rights, duties and obligations under this
Agreement affected by such occurrence.

                (e)    If Unavoidable Delay is invoked by any party to this Agreement, then
any time period or deadlines applicable to the other party shall be tolled during and to the
extent of the time period caused by the Unavoidable Delay.

                                    ARTICLE 17.
                                RESTRICTIONS ON USE.

       All Lots and Units shall be used solely for residential purposes, in accordance with
the Declaration and this Agreement, unless approved in writing by City, in its sole and
absolute discretion.




                                              37
                                       ARTICLE 18.
                                     MISCELLANEOUS

       18.01 Assignments.

               (a)     Except in accordance with the provisions for sales of Units to Owner-
Occupants and Qualified Purchasers, Developer may not sell, convey, assign or otherwise
dispose of any or all of its right, title, interest and obligations in and to this Agreement, any
part thereof, unless Developer has obtained the prior written consent of City, which may be
withheld for any or no reason. Should City approve a conveyance under those circumstances
that party (hereinafter referred to as the “assignee”), to the extent of the sale, conveyance,
assignment or other disposition by Developer to the assignee, shall be bound by the terms of
this Agreement the same as Developer for such part of the Property as is sold, conveyed,
assigned or other disposed.

                (b)    The assignee of Developer’s right, title, interest and obligations in and
to this Agreement, or any part thereof, shall assume all of Developer’s obligations hereunder,
for that property subject to such sale, conveyance, assignment or other disposition.

                (c)     A foreclosure by the Project Lender or an assignment of Developer’s
rights, duties, obligations and interests in this Agreement or the Project, or any part thereof,
to the Project Lender shall not constitute an assignment requiring the prior approval of City,
but notice of such foreclosure or assignment shall be given by Developer or the Project
Lender as soon as is reasonably possible, provided that all lands conveyed shall remain
subject to the Declaration.

       18.02 Successors and Assigns.

               The terms herein contained shall bind and inure to the benefit of City, and its
successors and assigns, and Developer, and its successors and assigns, except as may
otherwise be specifically provided herein.

       18.03 Notices.

                (a)     All notices, demands, requests for approvals or other communications
given by either party to another shall be in writing, and shall be sent by registered or certified
mail, postage prepaid, return receipt requested or by courier service, or by hand delivery to
the office for each party indicated below and addressed as follows:

To Developer:                        Nu Beginnings Parramore Village Development, LLC
                                     37 N. Orange Avenue, Suite 500
                                     Orlando, Florida 32801
                                     Attention: Hanton Walters

With copy to:                        Christian O’Ryan
                                     Pennington, Moore, Wilkinson, Bell & Dunbar, P.A.
                                     2701 North Rocky Point Drive, Suite 900
                                     Tampa, Florida 33607


                                               38
To City:                            City of Orlando
                                    City Hall, 6th Floor
                                    400 S. Orange Avenue
                                    Orlando, FL 32802
                                    Attention: Director of Housing

With copy to:                       Office of Legal Affairs
                                    City Hall, 3rd Floor
                                    400 S. Orange Avenue
                                    Orlando, FL 32802
                                    Attention: City Attorney


                (b)     Notices given by courier service or by hand delivery shall be effective
upon delivery and notices given by mail shall be effective on the third (3rd) business day
after mailing. Refusal by any person to accept delivery of any notice delivered to the office
at the address indicated above (or as it may be changed) shall be deemed to have been an
effective delivery as provided in this Section 18.03. The addresses to which notices are to be
sent may be changed from time to time by written notice delivered to the other parties and
such notices shall be effective upon receipt. Until notice of change of address is received as
to any particular party hereto, all other parties may rely upon the last address given.

         18.04 Severability. If any term, provision or condition contained this Agreement
shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the
application of such term, provision or condition to persons or circumstances other than those
in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term,
provision and condition of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.

       18.05 Applicable Law and Construction. This Agreement has been negotiated by
City and Developer, and the Agreement, including, without limitation, the Exhibits, shall not
be deemed to have been prepared by City or Developer, but by the parties together.

       18.06 Applicable Law; Venue; Submission to Jurisdiction.

             (a)      The laws of the State of Florida shall govern the validity, performance
and enforcement of this Agreement.

                 (b)   For purposes of any suit, action, or other proceeding arising out of or
relating to this Agreement, the parties hereto do acknowledge, consent, and agree that venue
thereof is Orange County, Florida.

               (c)    Each party to this Agreement hereby submits to the jurisdiction of the
State of Florida, Orange County, and the courts therein, for the purposes of any suit, action,
or other proceeding arising out of or relating to this Agreement and hereby agrees not to
assert by way of a motion as a defense or otherwise that such action is brought in an


                                               39
inconvenient forum or that the venue of such action is improper or that the subject matter
thereof may not be enforced in or by such courts.

       18.07 Agreement Not a Statutory Development Agreement. Developer and City
acknowledge, agree and represent that this Agreement, including, without limitation, any of
the Exhibits, is not a development agreement as described in Sections 163.3220-163.3243,
Florida Statutes.

        18.08 Estoppel Certificates. Developer and City shall at any time and from time to
time, upon not less than ten (10) days prior notice by another party hereto, execute,
acknowledge and deliver to the other party a statement in recordable form certifying that this
Agreement has not been modified and is in full force and effect (or if there have been
modifications that the said Agreement as modified is in full force and effect and setting forth
a notation of such modifications), and that to the knowledge of such party, neither it nor any
other party is then in default hereof (or if another party is then in default hereof, stating the
nature and details of such default), it being intended that any such statement delivered
pursuant to this Section 18.08 may be relied upon by any prospective purchaser, mortgagee,
successor, assignee of any mortgage or assignee of the respective interest in the Project.

      18.09 Non-Waiver of Sovereign Immunity. The parties agree that neither this
Agreement nor any terms contained herein are intended to act as a waiver of sovereign
immunity in any manner.

       18.10 Complete Agreement; Amendments.

              (a)     This Agreement, and all the terms and provisions contained herein,
including without limitation the Exhibits hereto and the Real Estate Contract constitute the
full and complete agreement between the parties hereto as of the date hereof, and supersedes
and controls over any and all prior agreements, understandings, representations,
correspondence and statements whether written or oral, including the RFP and the Proposal.

               (b)     All provisions of this Agreement and the Real Estate Contract shall be
read and applied in para materia with all other provisions hereof.

               (c)     Primarily the Real Estate Contract is intended to govern the terms and
conditions of this transaction for all matters occurring prior to the Closing Date and the
Agreement shall govern all matters occurring after the Closing Date. In the event, however,
should there be a conflict between the terms of those agreements, any event occurring prior
to or at the Closing Date shall be governed by the Real Estate Contract, but for events
occurring after the Closing Date this Agreement shall control. Should a matter occur which
is deemed to be applicable to both pre-closing and post-closing events, the agreement
containing the more restrictive terms shall control.

             (d)   This Agreement cannot be changed or revised except by written
amendment signed by all parties hereto, which amendments shall be effective as provided
therein.




                                               40
        18.11 Captions. The article and section headings and captions of this Agreement
and the table of contents preceding this Agreement are for convenience and reference only
and in no way define, limit, describe the scope or intent of this Agreement or any part
thereof, or in any way affect this Agreement or construe any article, section, subsection,
paragraph or provision hereof.

       18.12 Holidays. It is hereby agreed and declared that whenever a notice or
performance under the terms of this Agreement is to be made or given on a Saturday, Sunday
or on a legal holiday observed in City, notice or performance shall be postponed to the next
following business day.

        18.13 Exhibits. Each Exhibit referred to and attached to this Agreement is an
essential part of this Agreement. The Exhibits and any amendments or revisions thereto,
even if not physically attached hereto shall be treated as if they are part of this Agreement.

        18.14 Not an Agent. During the term of this Agreement, Developer hereunder shall
not be an agent of City or the Agency, with respect to any and all services to be performed by
Developer (and any of its agents, assigns, or successors) with respect to the Project, and City
is not an agent of Developer (and any of its agents, assigns, or successors).

        18.l5 Public Purpose. The parties acknowledge and agree that this Agreement
satisfies, fulfills and is pursuant to and for a public purpose and municipal purpose and is in
the public interest, and is a proper exercise of City’s power and authority under the Act.

        18.16 No General Obligation. In no event shall any obligation of City under this
Agreement be or constitute a general obligation or indebtedness of the Agency or City, a
pledge of any ad valorem taxing power of City or a general obligation or indebtedness of the
Agency or City within the meaning of the Constitution of the State of Florida or any other
applicable laws, but shall be payable solely from legally available revenues and funds.
Neither Developer nor any other party under or beneficiary of this Agreement shall ever have
the right to compel the exercise of any ad valorem taxing power of City or any other
governmental entity or taxation in any form on any real or personal property to pay City’s
obligations or undertakings hereunder, unless such is expressly authorized by Florida law.

       18.17 Technical Amendments; Survey Corrections. In the event that due to minor
inaccuracies contained herein or any Exhibit attached hereto or any other agreement
contemplated hereby, or due to changes resulting from technical matters arising during the
term of this Agreement, the parties agree that amendments to this Agreement required due to
such inaccuracies, unforeseen events or circumstances which do not change the substance of
this Agreement may be made and incorporated herein. The Director of Housing is authorized
to approve such technical amendments on behalf of City, respectively, and is authorized to
execute any required instruments, to make and incorporate such amendment to this
Agreement or any Exhibit attached hereto or any other agreement contemplated hereby.

       18.18 Term; Expiration; Certificate.

               (a)      This Agreement shall expire and no longer be of any force and effect
upon satisfaction of all of the following conditions:


                                              41
                      (i)    Completion of construction of the Project;

                      (ii)   Twenty-five percent (25%) of the Lots and Units in the Project
                             are owned by Qualified Purchasers;

                      (iii) Issuance of certificates of occupancy for all Lots and Units and
                            conveyance of all Units to Owner-Occupants, some of which
                            must also be Qualified Purchasers to the extent provided herein.

                 (b)    Upon completion of the term of this Agreement, all parties hereto shall
execute the Agreement Expiration Certificate, the form of which is set forth in Exhibit “I.”
The Agreement Expiration Certificate shall constitute (and it shall be so provided in the
certificate) a conclusive determination of satisfactory completion of all obligations hereunder
unless stated to the contrary herein, and the expiration of this Agreement, but not those
covenants, conditions and restrictions contained in the Declaration.

                (c)    The Agreement Expiration Certificate shall be in such form as will
enable it to be recorded in the Public Records of Orange County, Florida. Following
execution by all of the parties hereto at either party’s election, the Agreement Expiration
Certificate shall promptly be recorded by Developer in the Public Records of Orange County,
Florida, and Developer shall pay the cost of such recording.

        18.19 Memorandum of Development Agreement. City and Developer agree to
execute, in recordable form, on the Effective Date, the short form “Memorandum of
Agreement for Development and Disposition of Property,” the form of which is attached
hereto as Exhibit “J,” and agree, authorize and hereby direct such Memorandum to be
recorded in the Public Records of Orange County, Florida, as soon as possible after execution
thereof. City shall pay the cost of such recording. The parties agree that the Memorandum
of Development Agreement or other appropriate instrument shall create covenants running
with the land to ensure compliance with the provisions of this Agreement. Each Lot shall be
automatically released from the Memorandum of Development Agreement and this
Development Agreement, but not the Declaration, as and when sold to a third-party bona fide
purchaser.

        18.20 Effective Date. Following execution of this Agreement and the Real Estate
Contract by the authorized officers of City and by authorized representatives of Developer,
this Agreement (and any executed Exhibits) and the Real Estate Contract shall be in full force
and effect in accordance with their terms; provided however, nothing concerning this
transaction or the documents referenced herein shall be recorded in the Public Records of
Orange County, Florida, until the Closing Date, and then only as specifically authorized in
such documents.




                                              42
        IN WITNESS WHEREOF, the parties hereto have set their hands and their respective
seals affixed as of the _____ day of _______________, 20___.

                                                THE CITY OF ORLANDO, FLORIDA

                                                By:
                                                                              , as
                                                Mayor
ATTEST:

By:
      City Clerk




STATE OF FLORIDA
COUNTY OF ORANGE

       The foregoing instrument was acknowledged before me this _____ day of
________________, 2007, by _______________ and _________________________, Mayor
and City Clerk, respectively, of the City of Orlando, Florida, on behalf of the City. They are
personally known to me or have produced valid Florida drivers’ licenses as identification.

                                                                                      (SEAL)



                                                  Printed/Typed Name:

                                                  Notary Public-State of Florida
                                                  Commission Number:




                                             43
TWO WITNESSES:                                                      NU BEGINNINGS PARRAMORE
                                                                    VILLAGE DEVELOPMENT, a Florida
____________________________________                                limited liability company
Print Name:_________________________
                                                                    By:
                                                                              Hanton Walters, Manager
____________________________________
Print Name:__________________________

STATE OF FLORIDA
COUNTY OF ORANGE

       The foregoing instrument was acknowledged before me this _____ day of ____,
2007, by Hanton Walters, as ________________ of Nu Beginnings Parramore Village
Development, LLC, a Florida limited liability company, on behalf of the company. He is
personally known to me or has produced a valid driver’s license as identification.

                                                                                                                     (SEAL)

                                                                 Printed/Typed Name:
                                                                 Notary Public-State of Florida
                                                                 Commission Number:




H:\161\DPH\Real Estate\Parramore Village\Current Drafts\Development Agt\Development Agreement7 - City clean copy 09-24-07
Parramore.doc




                                                              44
EXHIBIT “A”
  Site Map




    45
EXHIBIT “B”
 Project Map




     46
EXHIBIT “C”

 (Site Plan)




     47
                                       EXHIBIT “D”
                                   (Engineer’s Certificate”)




Re:

Dear Sir/Madam:

The City of Orlando has completed all the required final inspections for the public
improvements associated with the permit referenced above. The following publicly
dedicated improvements have been accepted:

           Roadway improvements
           Storm and Sanitary located in the ROW

In accordance with Section 65.563 of the Orlando City Code, the developer/builder
has posted a two (2) year Defect Security. During this two (2) year “Maintenance
Period,” the contractor shall be responsible for the correction of all defects and/or
deficiencies associated with the accepted improvements. Within 60 (sixty) to 90
(ninety) days before the expiration of the Defect Security and corresponding
“Maintenance Period,” the developer/builder is required, in writing, to notify the City
Engineer of the impending expiration and to request the City Engineer perform a final
inspection of the accepted improvements.

Should you have any questions concerning this matter, please contact me at 407-246-
3223.

Sincerely,


Olivia R. Boykin
Engineering Inspector Supervisor




                               OFFICE OF PERMITTING SERVICES
          CITY HALL • 400 SOUTH ORANGE AVENUE • FIRST FLOOR • P.O. BOX 4990• ORLANDO, FLORIDA 32801-4990


                                                  48
      EXHIBIT “E”

(Income Certification Form)

   (SEE NEXT PAGE)




            49
                                     CITY OF ORLANDO
                           STATE HOUSING INITIATIVES PARTNERSHIP

                      a.          INCOME CERTIFICATION FORM RESIDENT INCOME
                                     CERTIFICATION - HOME OWNER

Effective Date:                                        Allocation Year:

A. Recipient Information (select one)
    a.             Current homeowner
    b.             Home buyer:           Existing Dwelling         Newly Constructed Dwelling

B. Subsidy Use (check all that apply)
           Down Payment Assistance                                    Principal Buy Down

           Closing Costs                                              Rehabilitation

           Interest Subsidy                                           Emergency Repair

           Loan Guarantee                                             Other

C. Household Information
         Member                   Names - All Household Members                        Relationship          Age
           1

           2

           3

           4

           5

           6

           7



D. Assets: All household members including minors
                                                                                                          Income from
         Member                          Asset Description                             Cash Value            Assets


           1

           2

           3

           4

           5

           6

           7
     Total Cash Value of Assets                                          D(a)      $
     Total Income from Assets                                                                  D(b)   $
     If line D(a) is greater than $5,000, multiply that amount by the rate specified by HUD
     (applicable rate 2.0 %) and enter results in D(c), otherwise leave blank.
                                                                                               D(c)   $


                                                             50
E. Anticipated Annual Income: Includes unearned income and support paid on behalf of minors.

                      Wages / Salaries
                       (include tips,
                                             Benefits /
        Member         commission,                             Public Assistance       Other Income       Asset Income
                                             Pensions
                       bonuses and
                         overtime)

            1                                                                                              (Enter the

            2                                                                                              greater of

            3                                                                                               box D(b)

            4                                                                                             or box D(c),

            5                                                                                                above,

            6                                                                                              in box E(e)

            7                                                                                                below)

                               (a)              (b)                   (c)                  (d)                 (e)

         Totals       $                  $                     $                   $                  $


      Enter total of items E(a) through E(e).
                                                                                                      $
      This amount is the Annual Anticipated Household Income


F.   Recipient Statement: The information on this form is to be used to determine maximum income for eligibility.
     I/we have provided, for each person set forth in Item C, acceptable verification of current and anticipated annual
     income. I/we certify that the statements are true and complete to the best of my/our knowledge and belief and
     are given under penalty of perjury.
     WARNING: Florida Statute 817 provides that willful false statements or misrepresentation concerning income
     and assets or liabilities relating to financial condition is a misdemeanor of the first degree and is punishable by
     fines and imprisonment provided under S 775.082 or 775.83.


                                                                            Date
     Signature of Head of Household


                                                                            Date
     Signature of Spouse or Co-Head of Household

                    G.        SHIP Administrator Statement: Based on the representations herein, and upon the proofs
and documentation submitted pursuant to item F, hereof, the family or individual(s) named in item C of this Resident Income
Certification is/are eligible under the provisions of Chapter 420, Part V, Florida Statutes , the family or individual(s)
constitute(s) a: (check one)

                    Very Low Income (VLI) Household means individuals or families whose annual income does
                    not exceed 50% of the area median income as determined by the U.S. Department of Housing and
                    Urban Development with adjustments for household size
                    (maximum Income Limit $                        ).

                    Low Income (LI) Household means individuals or families whose annual income does not
                    exceed 80% of the area median income as determined by the U.S. Department of Housing and
                    Urban Development with adjustments for household size
                    (maximum Income Limit $                       ).

                    Moderate Income (MI) Household means individuals or families whose annual income does not
                    exceed 120% of the area median income as determined by the U.S. Department of Housing and
                    Urban Development with adjustments for household size
                    (maximum Income Limit $                       ).


C:\Docstoc\Working\pdf\d834d517-b5b0-4cb8-ba73-138b131e2ecd.doc
    Based upon the            (year) income limits for                                                                 Metropolitan Statistical Area
    (MSA) or County, Florida.

    Signature of the SHIP Administrator or His/Her Designated Representative:
                                                            Date
    (Signature)

    Name
                (Print or type name)

    Title


H. Household Data (to be completed by Administrator or designee)

                                                              Number of Persons

                                 By Race / Ethnicity                                                               By Age

                                                              American
        White        Black      Hispanic         Asian                          Other     0 - 25             26 - 40      41 - 61           62 +
                                                               Indian




                                                         Special Target / Special Needs
                                                             (Check all that apply)

            Farmworker           Developmentally Disabled            Homeless                      Elderly                          Other




    NOTE:       Information concerning the race or ethnicity of the occupants is being gathered for statistical use only. No occupant
                is required to give such information unless he or she desires to do so, and refusal to give such information will not
                affect any right he or she has as an occupant.




                                                                           2
                                                EXHIBIT “F”

                                (Purchaser’s Application & Verifications”)

BUYER QUALIFICATION PACKAGE


City Assistance Application (6 pages)

Signed Good Faith Estimate

Lenders Conditional Commitment

Signed Mortgage Worksheet (MCAW)

Authorization for the Release of Information

Client tax returns, if applicable

Income Verification (Third Party and Current Pay-stub) – No processor certification

Verification of Deposit (six months history for checking account and most current bank statement for savings
account)

Credit Report & Addendum’s

Verification of Rental History (three year)

Contract & Addendum

Authorization to Use Property for Advertisement Purposes

Homebuyer Affidavit (for DPA files)

Certificate of Counseling – from approved agencies Metropolitan Orlando Urban League, The Mortgage and Credit
Center, and HANDS of Central Florida)

Full Appraisal

Certificate of Occupancy




                                                        3
                                        EXHIBIT “G”

             QUALIFIED PURCHASER/OWNER-OCCUPANT APPROVAL


        This Qualified Purchaser/Owner-Occupant Approval (“Approval”) is made and executed
as of this __ day of _________, 20___, by and between the CITY OF ORLANDO, FLORIDA,
a municipal corporation existing and organized under the laws of the State of Florida (the
“City”),        with      regard       to      property      currently     owned        by
______________________________________________________________________                (the
“Seller”).

                                            Recitals

        A.     City and NU BEGINNINGS PARRAMORE VILLAGE DEVELOPMENT, LLC,
a Florida limited liability company previously entered into an Agreement for Development and
Disposition of Property (Parramore Village Project) dated __________, 2007 (herein referred to
as the “Development Agreement”), which provides for development of certain real property
located in Orange County, Florida as described therein. As part of that transaction those parties
executed and recorded a Memorandum of in Official Records Book ___ beginning at Page ___
of the Public Records of Orange County, Florida, a Memorandum of Agreement for
Development and Disposition of Property.

       B.      The Development Agreement also provides the property subject thereto shall be
encumbered by Declaration of Covenants, Conditions and Restrictions as recorded in Official
Records Book ___ beginning at Page ___ of the Public Records of Orange County, Florida
(“Restrictive Covenants”).

       C.      After completion of the development of that property, owners of lots subject to
the Restrictive Covenants shall sell the lots solely to Owner-Occupants who in some instances
must also be Qualified Purchasers, as described in the Restrictive Covenants.

        D.     The Restrictive Covenants provide that in order for a conveyance of any Lot and
Unit to be effective the purchaser(s) must obtain an approval from the City for any real property
transfers made within ten (10) years of the date specified in the Restrictive Covenants.

       E.      This Approval will be recorded in the Orange County Public Records for the
purpose of satisfying this condition precedent to the transfer of title to a Lot and Unit.

       NOW THEREFORE in consideration of the satisfaction of all conditions precedent to the
issuance of this Approval, City hereby provides this Approval regarding the following matters:

       1.      The Subject Property and Current Owner: This Approval is given for Lot ___ of
_________________________________________________, (“Lot”) as per plat or map thereof
recorded in Official Records Book ___ beginning at Page ___ of the Public Records of Orange
County, Florida, currently owned by _______________________________________________.

        2.     Proposed Purchaser of the Lot: ________________________________, (herein
referred to as “Purchaser”) has fulfilled all of City’s requirements for approval to purchase the
Lot and residence situated thereon.


                                               4
       3.     Qualified Purchaser Approval. IF APPLICABLE TO THIS TRANSACTION,
based upon the information and documentation Purchaser has provided to City, City hereby
approves Purchaser as a “Qualified Purchaser” as defined in the Restrictive Covenants.

       4.      Owner-Occupant Approval. Based upon the information and documentation
Purchaser has provided to City, City hereby approves Purchaser as an “Owner-Occupant” as
defined in the Restrictive Covenants.

       5.      Consent to Conveyance of Title to Lot. Based upon all information and
documentation Purchaser has provided to City, Purchaser has fulfilled all of the requirements of
the Restrictive Covenants necessary to acquire the Lot and title thereto, and City does hereby
approve the transfer of title to the Lot to Purchaser.

        IN WITNESS WHEREOF, the parties hereto have set their hands and their respective
seals affixed as of the _____ day of _______________, 20_____.



                                                   THE CITY OF ORLANDO, FLORIDA

                                                   By:
                                                   Print Name:______________________________
                                                         Housing Director


STATE OF FLORIDA
COUNTY OF ORANGE

        The foregoing instrument was acknowledged before me this _____ day of
________________, 20____, by _____________________________, as the Housing Director
for the City of Orlando, Florida, on behalf of the City. She is personally known to me or has
produced valid Florida drivers’ licenses as identification.

                                                                                        (SEAL)


                                                   Printed/Typed Name:
                                                   Notary Public-State of Florida
                                                   Commission Number:




                                               5
                                             EXHIBIT “H”

                                     (Developer Deed to Owner)


                                          EXHIBIT A TO DEED

                                    DEED RESTRICTION
                         OCCUPANCY PERIOD AND USE OF THE PROPERTY


        As a material consideration inducing the grantor (the “Seller”) under the attached deed (the
“Deed”) to sell that certain real property described in this Deed (the “Property”) to the grantee (“Buyer”),
and as a material consideration inducing the City of Orlando (the “City”) to consent to such sale, Buyer has
represented to Seller and to the City that Buyer fully understands the requirements that while Buyer owns
the Property, Buyer must occupy the Property as Buyer’s Homestead as defined under Florida law. Buyer
agrees to abide by each and every provision of the Restrictive Covenants including such a requirement,
which is recorded in Official Records Book ___ beginning at Page ___ of the Public Records of Orange
County, Florida.




                              [Signatures Commence on the Following Page]




                                                     6
         In witness whereof, Buyer has entered into this Deed Restriction as of the day and year this Deed
is recorded.


WITNESSES:                                               “Buyer”

                                                         ______________________________


                                                         By:
                                                         Name:
Print Name:                                              Title:
                                                         Date:

Print Name:



STATE OF FLORIDA                 )
COUNTY OF ___________            )SS

       The foregoing instrument was acknowledged before me this ____ day of ________, 20____, by
_________________________, who acknowledges that he or she/she executes the foregoing on behalf of
the company.       [He] [She]         is personally known to me or                has produced
______________________________ as identification.

                                                _______________________________
                                                Notary Public
                                                _______________________________
                                                Print Name




                                                    7
                                        EXHIBIT “I”

                        AGREEMENT EXPIRATION CERTIFICATE

         This Agreement Expiration Certificate is made and executed as of this __ day of
_________, 20___, by and between the CITY OF ORLANDO, FLORIDA, a municipal
corporation existing and organized under the laws of the State of Florida (the “City”), and NU
BEGINNINGS PARRAMORE VILLAGE DEVELOPMENT, LLC, a Florida limited
liability company (the “Developer”).

                                               Recitals

       A.      The parties have previously entered into an Agreement for Development and
Disposition of Property (Parramore Village Project) dated __________, 2007 (herein referred to
as the “Development Agreement”). As part of that transaction the parties executed a
Memorandum of Agreement for Development and Disposition of Property, which has been
recorded in Official Records Book ___ beginning at Page ____ of the Public Records of Orange
County, Florida.

        B.     The Development Agreement provides that is shall expire and no longer be of any
force and effect upon the occurrence of the conditions set forth therein.

        C.      The Development Agreement also provides that upon expiration the parties shall
execute and record in the Public Records of Orange County, Florida, an Agreement Expiration
Certificate in the form comparable to this document.

        NOW THEREFORE in consideration of the previous agreements of the parties and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by each party to the other, the parties hereby execute this Agreement Expiration Certificate,
which shall constitute a conclusive determination of satisfactory completion of all obligations
hereunder unless stated to the contrary herein, and the expiration of the Development
Agreement, but not the Declaration of Covenants, Conditions and Restrictions recorded in
Official Records Book ___ beginning at Page ____ of the Public Records of Orange County,
Florida.

        IN WITNESS WHEREOF, the parties hereto have set their hands and their respective
seals affixed as of the _____ day of _______________, 20_____.




 (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURES OF PARTIES
                    APPEAR ON FOLLOWING PAGES.)




                                              8
                                                  THE CITY OF ORLANDO, FLORIDA

                                                  By:
                                                                               , as
                                                  Mayor
ATTEST:

By:
      City Clerk

STATE OF FLORIDA
COUNTY OF ORANGE

       The foregoing instrument was acknowledged before me this _____ day of
________________, 20____, by _______________ and _________________________, Mayor
and City Clerk, respectively, of the City of Orlando, Florida, on behalf of the City. They are
personally known to me or have produced valid Florida drivers’ licenses as identification.

                                                                                      (SEAL)


                                                  Printed/Typed Name:
                                                  Notary Public-State of Florida
                                                  Commission Number:




                                              9
TWO WITNESSES:                                NU BEGINNINGS PARRAMORE
                                              VILLAGE DEVELOPMENT, a Florida
____________________________________          limited liability company
Print Name:_________________________
                                              By:
                                                     Hanton Walters, Manager
____________________________________
Print Name:__________________________

STATE OF FLORIDA
COUNTY OF ORANGE

       The foregoing instrument was acknowledged before me this _____ day of ____, 2007, by
Hanton Walters, as _____________________ of Nu Beginnings Parramore Village
Development, LLC, a Florida limited liability company, on behalf of the company. He is
personally known to me or has produced a valid driver’s license as identification.

                                                                                   (SEAL)

                                              Printed/Typed Name:
                                              Notary Public-State of Florida
                                              Commission Number:




                                            10
                                        EXHIBIT “J”

               MEMORANDUM OF AGREEMENT FOR DEVELOPMENT
                      AND DISPOSITION OF PROPERTY

       This Memorandum of Agreement for Development and Disposition of Property
(“Memorandum of Agreement”) is made and executed as of this __ day of _________, 20___, by
and between the CITY OF ORLANDO, FLORIDA, a municipal corporation existing and
organized under the laws of the State of Florida (the “City”), and NU BEGINNINGS
PARRAMORE VILLAGE DEVELOPMENT, LLC, a Florida limited liability company (the
“Developer”).

                                            Recitals

        A.     The parties have entered into an Agreement for Development and Disposition of
Property (Parramore Village Project) dated __________, 2007 (herein referred to as the
“Development Agreement”), which provides for development of the real property described in
Exhibit “A” attached hereto and made a part hereof (“Property”). As part of that transaction the
parties are required to execute and record in the Public Records of Orange County, Florida, a
Memorandum of Agreement containing the same substantive provisions as set out herein.

        B.      This Memorandum of Agreement is intended to provide constructive notice of an
agreement encumbering the Property for so long as the Development Agreement remains in
effect. The Development Agreement also provides that upon expiration of that agreement the
parties shall execute and record an Agreement Expiration Certificate.

        NOW THEREFORE in consideration of the agreements of the parties and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each
party to the other, the parties hereby execute this Memorandum of Agreement to be recorded in
the Public Records of Orange County, Florida, for the purpose of providing constructive notice
of the Development Agreement, which contains in part the following restrictions on the Property:

       1.      The Property is subject to Affordable Housing and Owner-Occupancy restrictions
on use of the Property, as described in the Development Agreement and which in part is set forth
in the Declaration of Covenants, Conditions and Restrictions also encumbering the Property
recorded in Official Records Book ___ beginning at Page ___ of the Public Records of Orange
County, Florida.

       2.       The development of the Property is also subject to the requirement that the
Developer design, construct and install the infrastructure for the residential development of the
Property, all in accordance with plans and specifications approved by the City.

      3.      Finally the Lots and Units which will comprise the Property at the time they are
sold must be in compliance with the requirements of the City as provided in the Development
Agreement.

        IN WITNESS WHEREOF, the parties hereto have set their hands and their respective
seals affixed as of the _____ day of _______________, 20_____.




                                               11
                                                THE CITY OF ORLANDO, FLORIDA

                                                By:
                                                                             , as
                                                Mayor
ATTEST:

By:
      City Clerk

STATE OF FLORIDA
COUNTY OF ORANGE

       The foregoing instrument was acknowledged before me this _____ day of
________________, 20____, by _______________ and _________________________, Mayor
and City Clerk, respectively, of the City of Orlando, Florida, on behalf of the City. They are
personally known to me or have produced valid Florida drivers’ licenses as identification.

                                                                                      (SEAL)


                                                Printed/Typed Name:
                                                Notary Public-State of Florida
                                                Commission Number:




                                             12
TWO WITNESSES:                                 NU BEGINNINGS PARRAMORE
                                               VILLAGE DEVELOPMENT, a Florida
____________________________________           limited liability company
Print Name:_________________________
                                               By:
                                                      Hanton Walters, Manager
____________________________________
Print Name:__________________________

STATE OF FLORIDA
COUNTY OF ORANGE

       The foregoing instrument was acknowledged before me this _____ day of ____, 2007, by
Hanton Walters, _______________ of Nu Beginnings Parramore Village Development, LLC, a
Florida limited liability company, on behalf of the company. He is personally known to me or
has produced a valid driver’s license as identification.

                                                                                    (SEAL)

                                               Printed/Typed Name:
                                               Notary Public-State of Florida
                                               Commission Number:




                                            13

				
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