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					                       ORANGE COUNTY, FLORIDA,
                     THE CITY OF ORLANDO, FLORIDA
                                  AND
          COALITION FOR THE HOMELESS OF CENTRAL FLORIDA, INC.
                        AGREEMENT REGARDING
            COMMUNITY DEVELOPMENT BLOCK GRANT FUNDING

       THIS AGREEMENT (the “Agreement”) is entered into by and between ORANGE
COUNTY, FLORIDA, a charter county and political subdivision of the State of Florida with a
principal address of 201 South Rosalind Avenue (the “County”), CITY OF ORLANDO, a
Florida municipal corporation with a principal address of 400 South Orange Avenue, Orlando,
Florida 32801 (the “City”), and COALITION FOR THE HOMELESS OF CENTRAL
FLORIDA, INC., a 501(c)(3) Florida non-profit corporation with a principal address of 639
West Central Blvd, Orlando, FL 32801 (the “Coalition”).

                                         RECITALS:

       WHEREAS, the Community Development Block Grant Program is administered by the
United States Department of Housing and Urban Development (“HUD”); and

       WHEREAS, both the County and City receive Community Development Block Grant
funds (hereinafter referred to as “CDBG” funds) awarded under the Housing and Community
Development Act of 1974; and

        WHEREAS, the Coalition is a private non-profit corporation that operates a homeless
shelter; and

        WHEREAS, the Coalition submitted to the County and the City a proposal for the
design, planning and construction (including related demolition and site preparation) of a Men’s
Service Center (previously known as the Men’s Pavilion, hereinafter, the “Project,” as further
defined below) located at 639 West Central Blvd., Orlando, Florida so that the Coalition can
continue providing services and upgraded shelter for homeless men who are presently sleeping
on the floor; and

        WHEREAS, the Coalition provides temporary housing and related services to homeless
men, women and families who are eligible and qualified to receive such services and who are
within the low to moderate income guidelines as established by HUD for the CDBG program, as
amended from time to time; and

       WHEREAS, construction of the Project to provide more substantial shelter for homeless
men is an eligible activity under the CDBG Program in accordance with 24 CFR §570.201(c)
and meets the national objectives required under 24 CFR §570.200(a)(2) and 24 CFR
§570.208(a)(2)(A); and

        WHEREAS, the City and the Coalition will, approximately simultaneous with execution
of this Agreement, enter into a Restated CDBG Agreement (the “City CDBG Agreement”)



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pursuant to which the City will provide the sum of eight hundred thousand dollars ($800,000)
toward the design, planning and construction of the Project; and

       WHEREAS, the City desires to utilize approximately an additional eight hundred
thousand dollars ($800,000) in Fiscal Year 2010-2011 CDBG funds towards a portion of the
construction costs for the Project, contingent upon receipt of such CDBG funds and approval by
City Council; and

        WHEREAS, the County desires to utilize approximately five million dollars
($5,000,000) in CDBG funds towards a portion of the construction costs of the Project,
contingent upon receipt of such CDBG funds, and to provide, without compensation, certain
project-related services during the design and construction of the Project; and

        WHEREAS, the parties desire to enter into this Agreement in order to ensure compliance
with the requirements of the CDBG regulations by the parties hereto, to provide for the County
to donate certain project-related services during the design and construction of the Project and to
set forth other terms and conditions regarding the design, bidding and construction of the Project
and the use of CDBG funds.

       NOW THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration, the sufficiency and receipt
whereof being hereby acknowledged, the County, City and Coalition agree as follows:

       1.     Recitals. The recitals set forth above are true and correct and are incorporated
herein and made a part of this Agreement.

       2.      Project. The “Project” shall mean the design and construction, in accordance
with the applicable federal regulations in 24 Code of Federal Regulations, Part 570 of a building
to serve as temporary housing for homeless men to be known as the Men’s Service Center which
shall consist of a two-story, approximately 30,000 square foot structure at 639 West Central
Boulevard, Florida, at the site more specifically described in Exhibit “A” attached hereto and
incorporated herein by reference (the “Property”). The Project includes related site preparation
and demolition of existing structures.

       3.      General Responsibilities of the Parties. The City has provided funds for costs
of design services for the Project pursuant to the City CDBG Agreement between the Coalition
and the City. The Coalition shall enter into a separate contract for design services for the Project
which shall meet the requirements of Section 5 hereof. A copy of the design contract (or
substantially the form of the contract to be entered into) between the Coalition and Powell
Design Group, Inc. (the “Architect”) is attached as “Exhibit “B” (the “Design Contract”).

The County will be responsible for constructing the Project in accordance with the Construction
Documents, as such term is defined in Section 5 hereof. The County intends to construct the
Project in a manner consistent with such Construction Documents without alteration unless a
specified material is not available, or an unforeseen conflict arises during construction. The
County shall designate a Project Manager to be its representative in all design and construction-



                                                 2
related matters, and make decisions on its behalf and shall consult with the Coalition on such
matters as required herein. The County construction process requires representatives from the
City and Coalition to participate in weekly Construction Progress Meetings during which the
budget, schedule, submittals, requests for information, and change orders, are reviewed. All
parties shall be informed of all construction-related matters as they occur.

        The County’s project management services relating to the Project shall be provided
without compensation from the Coalition, the City or from the Budget described herein. The
Coalition shall grant the County, its employees, agents and contractors permission to access,
enter upon and secure the Property (as well as such additional on-site space as reasonably
necessary for staging, access and storage of materials and equipment during construction), and
construct the Project. The Coalition shall also grant the Architect access to the Property prior to
commencement of the construction of the Project. The Coalition shall execute documents
reasonably necessary to evidence such permission and to accomplish the actions contemplated
herein. The County shall obligate the Contractor in the Construction Contract to provide the
Architect access to the Property during the design and construction phase of the Project.

        The County shall solicit bids for construction of the Project in accordance with all state
and local procurement laws and applicable CDBG regulations. After award of such construction
contract, the County shall manage construction of the Project. The City and Coalition shall
designate representatives to attend construction progress meetings and comment on construction
matters including but not limited to, proposed change orders, material substitutions, value
engineering and resolution of construction conflicts. The County shall consult with the Coalition
prior to making any changes to the design documents or specifications at any time during the
design and construction of the Project. Modifications which incur additional costs by the
Architect must be pre-approved by the City. If the budget for construction significantly
increases or decreases, the County shall notify the Architect. The County, City and Coalition
shall thereafter agree to a corresponding change in the Project scope and quality. The City shall
disperse its CDBG funds in accordance with its CDBG Agreement and this Agreement. The
County shall disperse its CDBG funds in accordance with the terms of the construction contract
and this Agreement.

        After completion of the Project, the Coalition shall own and operate the Project as a
shelter for homeless men in accordance with the terms of this Agreement for a period of 15
years.

       4.      Funding.

               a. County Funding. Contingent upon the receipt of federal funds and subject to
the terms and conditions of this Agreement, the County agrees to provide approximately five
million dollars ($5,000,000) from CDBG funds towards the construction costs, of the Project in
accordance with the budget attached hereto as “Exhibit C” (the “Budget”) and incorporated
herein by reference. County CDBG expenditures are limited to the amount set forth in the
Budget. The actual amount of such expenditures shall be determined by the County based on the
Project description, the plans, specifications, and construction documents provided by the
Architect and the successful bid documents. The County shall use such CDBG funds for the



                                                3
Project only for eligible direct construction costs of the Project permitted under the CDBG
regulations, as set forth in 24 CFR Part 570.

                b. City Funding. Contingent upon the receipt of federal funds and subject to
the terms and conditions of the City CDBG Agreement, this Agreement, and any amendments
thereto, the City agrees to provide approximately Eight Hundred Thousand Dollars and No Cents
($800,000.00) toward the design, planning, and construction of the Project in accordance with
the Budget. Also contingent upon receipt of federal funds and subject to the approval by City
Council and the terms and conditions of this Agreement, the City agrees to provide
approximately an additional Eight Hundred Thousand Dollars and No Cents ($800,000.00)
toward the construction costs of the Project, in accordance with the Budget attached hereto as
“Exhibit C.” The City’s obligation for funding design, planning and construction of the Project
is limited to the amount set forth in the Budget. The City shall use such CDBG funds for the
Project only for eligible costs of the Project permitted under the CDBG regulations, as set forth
in 24 CFR Part 570. The County and Coalition understand the cost breakdown in the Budget is
an estimate and that the City’s individual line items may be adjusted from time to time by the
City provided that the total budget is not exceeded.

        5.      Design. By entering into the Design Contract, the Coalition shall obtain all
architectural, engineering and related design services necessary to provide customary
architectural services and to produce construction documents, (including, but not limited to,
plans, drawings, specifications, and special provisions, hereinafter referred to as “Construction
Documents”) in accordance with the procurement requirements under 24 CFR Part 85.36. The
City shall be responsible for providing funds to the Coalition for the costs of such design services
up to the line item amount in the Budget for “Architectural Design”. The Design Contract shall
name the County and the City as a third-party beneficiary and shall require the Architect to
provide contract administrative services throughout the construction phase of the Project and to
timely respond to the direction of, and report to, the County Project Manager during construction
of the Project. The Coalition shall require the Architect to obtain and maintain during the
performance of its services professional liability insurance, in an amount acceptable to the
County and City. The Coalition shall also require the Architect to hold harmless and indemnify
the County and City for the negligent acts or omissions or intentional misconduct of the
Architect and any entity for which it is responsible. The Coalition shall provide a copy of the
executed Design Contract for the Project to the Project Manager and shall provide a copy of the
Architect’s professional liability insurance policy to the County and City within seven (7) days
after the effective date of this Agreement or seven (7) days after execution of the Design
Contract, whichever occurs later.

              a.     The County Project Manager shall be allowed to observe the architectural
design process, and shall be given access to all drawings, specifications, reports, and cost
estimates. During the design of the Project, the Coalition shall cause the Architect to provide or
cause to be provided detailed, line-item estimates of construction cost at the completion of the
design development documents and at the 50% and 90% completion stages of the Construction
Documents. Such cost estimates shall be prepared by a firm specializing in such services, and
shall be made available to the County and the City. The County Project Manager shall review
and comment on the design development documents and the Construction Documents at each



                                                 4
stage of completion. The County Project Manager shall not approve the architectural design,
material selection, spatial function, or floor plans but shall review Construction Documents
primarily for conformance with the Budget and suitability for competitive bidding.

                b.     At 90% completion, the County Purchasing & Contracts Division shall
review and approve the Construction Documents for their suitability for competitive bidding, and
compliance with other County purchasing requirements. The Coalition shall cause the Architect
to make any modifications requested by the County to the Construction Documents necessary for
such suitability for competitive bidding and compliance with purchasing requirements and will
resubmit such documents to the County Purchasing & Contracts Division. If the most current
cost estimate is within the already established Budget, changes will be limited to requirements
for bidding that do not change the scope or specifications. However, the County may, in
consultation with the Coalition, ask for alternate bids on certain items.

        6.      Permitting. The Coalition and the Architect shall be responsible for obtaining all
necessary permits (other than Contractor’s building permit and other construction-related permits
typically paid for by the Contractor) for the improvements and activities contemplated in
connection with the construction and operation of the Project. Permits (other than Contractor’s
building permit and other construction-related permits typically paid for by the Contractor) shall
be funded by City CDBG funds. The County Project Manager shall observe the permitting
process, be given all written comments from the appropriate governing authority, and be fully
informed of the Architect’s responses and progress. The Coalition agrees that it shall cause the
Architect to: (a) obtain the approved set of Construction Documents (permit set) from the
governing authority together with three (3) sets of Construction Documents that reflect all
changes, and ten (10) CDs with electronic versions of the drawings in AutoCAD, and
specifications in MS-Word, and (b) deliver all documents to the County Project Manager.

         7.      Environmental Contamination. The Coalition shall be solely responsible for the
costs of assessment, remediation, or monitoring of any environmental contamination that may be
associated with the Property, either before, during, or after construction of the Project unless the
need for such assessment, remediation or monitoring is caused by County agents, contractors or
subcontractors during Project construction. Otherwise, the Coalition and its contractors and
subcontractors assume the risk that contamination may be present during construction, and agree
to defend, indemnify and hold the County and the City harmless from any and all claims,
liabilities, costs and expenses, including reasonable attorney’s fees as a consequence of any
exposure or contact with pollution of air, water, land and/or groundwater arising from or in any
way connected with the construction of the Project, unless such exposure or contact is caused by
County agents, contractors or subcontractors during construction of the Project. The County
shall include in the Construction Contract (as defined in section 8 below) a requirement that the
Contractor (as defined in section 8 below) shall indemnify and hold the County, the City and the
Coalition harmless for negligent acts or omissions or intentional misconduct of the Contractor
and any entities for which it is responsible and shall maintain Contractor’s pollution legal
liability insurance consistent with Section 16 herein.

       8.      Bidding. The County will not proceed with bidding in the absence of a
professionally prepared cost estimate that is within the Budget. The parties to this Agreement



                                                 5
understand the cost breakdown within the Budget shown in “Exhibit C” is an estimate and that
the County’s individual line items may be adjusted from time to time by the County provided
that the total budget is not exceeded. After receipt of the Construction Documents from the
Architect, the County Project Manager shall deliver all such documents to the Purchasing &
Contracts Division for competitive bidding. Prior to issuing the Invitation to Bid, the County
shall provide a copy of the bid documents, including the Construction Documents and
Construction Contract, to the City and Coalition for review and comment. The County shall not
issue the Invitation to Bid until the County receives authorization from the City’s Director of
Housing and Community Development. The County shall, on behalf of the Coalition, be
responsible for bidding the construction of the Project and shall do so in conformance with the
County’s procurement ordinance and purchasing requirements, applicable state laws, and
applicable procurement requirements under 24 CFR Part 85. As long as the Project is at or below
budget, any changes to the design scope and specifications shall require Coalition approval prior
to being included in the bid package. The County shall include in bid packages all appropriate
documents and notices pertinent to HUD guidelines and requirements, including, but not limited
to, formal bidding procedures, Davis-Bacon prevailing wage rates, Equal Employment
Opportunity requirements, Section 3 requirements, Minority and Women Business Enterprise
(“MBE”) and Contract Work Hours and Safety Standards Act requirements. The Coalition and
the City will be provided copies of the bid documents, informed of the bid date, and provided
any addenda to the bidding documents. The Coalition shall cause the Architect to communicate
only with the County Project Manager, the Coalition, and the City, and not with prospective
bidders, when providing information in response to questions from prospective bidders and to
assist with the issuance of any addenda. Such information provided by the Architect must be in
the form of direct, timely written responses. The County shall select the qualified and responsive
lowest bidder, shall immediately notify the City’s Housing Director and the Coalition of such
selection and shall provide the City’s Housing Director with a copy of the successful bid
documents. The County shall then enter into a construction contract (“Construction Contract”)
with the successful bidder (the “Contractor”) for the Project and shall provide a copy of the
Notice to Proceed to the City’s Housing Director and the Coalition. The Construction Contract
shall name the City and Coalition as a third-party beneficiary.

       9.      Construction and Warranty Phase. The County Project Manager shall manage
the Construction Contract throughout the construction and warranty phase of the Project. The
County Project Manager shall conduct periodic construction progress meetings and shall inform
the Coalition and the City of the schedule for such meetings. All construction-related
correspondence, shop drawings, samples, schedules, reports, and other submittals, shall be
forwarded to the Coalition and City through the County Project Manager. The County Project
Manager shall review and approve monthly applications for payment, and review and approve all
change orders.

              a.     The Coalition and City shall have the right to attend construction progress
meetings, be fully informed of all construction issues, and receive copies of any requested
correspondence or other construction-related communications or submittals in a timely manner.
The County shall provide the Coalition and City with a monthly Project status report. The
County shall maintain records, and provide the Coalition with certifications and other related




                                                6
documents as sufficient to comply with HUD and CDBG requirements, and as may be required
by the City.

               b.    The County Project Manager will carefully and in good faith consider
preferences and suggestions from the Coalition and the City, however, final decisions regarding
monthly payments, change orders (both Coalition-initiated and Contractor-initiated),
construction schedule, time extensions, material substitutions, unforeseen conditions, and
conflicts in the Construction Documents are the sole responsibility of the County Project
Manager. The County Project Manager shall notify and confer with the Coalition on any
changes in scope.

                c.     The Coalition shall be responsible for interior and exterior color selections
as well as the selection of other material finishes. Such selections must be timely and within the
budgeted construction cost.

                d.       The Architect shall provide contract administrative services throughout the
construction phase, and shall provide those services through the County Project Manager. These
services shall include attendance at all construction progress meetings, recommendations for
Contractor applications for payment, change orders, and material substitutions, and shall include
the participation of all required sub-consultants.

             e.     The County shall cause the Contractor to provide the Coalition two sets of
warranty books and as-built drawings as a condition of final payment under the Construction
Contract.

               f.      The County shall complete construction for the Project as soon as
practicable but no later than July 1, 2013.

              g.      The County, City, Coalition, Architect, and Contractor, shall perform a
warranty inspection of the Project eleven (11) months after the date of substantial completion as
such term shall be defined in the Construction Contract. All deficiencies in materials and
workmanship will be noted and submitted to the Contractor for correction.

               h.       The County shall procure and maintain payment and performance bonds
as described in “Exhibit D”. The County, Coalition, and City shall be named as tri-obligees for
all payment and performance bonds issued and amended for the performance and completion of
the Project. The County shall ensure that, (i) as a condition to each progress payment, the
Contractor obtains and delivers to the County a release, to the extent of the progress payment, of
the lien under Chapter 713 of Florida Statutes held by the Contractor and by each trade
contractor, supplier, vendor, and other subcontractor that will receive payment for work as a
result of the progress payment and (ii) on or before the date the Contractor receives final
payment under the Construction Contract, all remaining construction liens (if any) on the
Property are removed and all claims under or in connection with the Construction Contract the
enforcement of which can be undertaken through the filing of a lien under Florida law against the
Property, are satisfied or otherwise resolved to the satisfaction of the Coalition.




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               i.     The County shall require the Contractor to procure and maintain insurance
of the types and with limits as described in “Exhibit D”. The Coalition and the City shall be
endorsed as an additional insured on all liability policies.

        10.     Disbursement of City CDBG Funds: The City shall reimburse the County, as
the Project Manager and authorized representative for the Coalition, for a portion of the
construction costs of the Project up to the amount set forth in the line item for “Construction” in
the Budget but only after completion of work for which requisition is being made and after such
requisition has been verified and approved by the City’s Director of Housing and Community
Development and the County Project Manager. The County’s Division Manager of Housing and
Community Development, or his designee, shall submit requests for payment to the City, along
with adequate billing documentation including, but not limited to, invoices itemizing the
percentage of work completed and costs, receipts, lien waivers, affidavits, applicable
certifications, and other documentation the City may request within five (5) business days of
approval by the Project Manager of such request for payment. The City shall reimburse the
County on behalf of the Coalition for 50% of each approved payment request for the Project,
thus sharing equally in the payment of direct construction costs, until such time as the City has
expended its allocation of funds for construction costs under the Budget. Reimbursement
requests submitted to City must be signed by the County’s Division Manager of Housing and
Community Development, or his designee. Notwithstanding anything herein to the contrary, the
Coalition and County agree that the City shall retain 10% of the City’s funding amount (the
“retention”) which will be reimbursed by the City when (1) the Project is certified substantially
complete and (2) the Coalition and County provide the City with releases of liens from all
contractors, subcontractors and suppliers and otherwise demonstrate that they have fully
complied with the requirements of part 1, Construction Liens, Chapter 713, Florida Statutes.

        11.      Use of Facility: The Coalition shall use the Project as a shelter for homeless men
for fifteen years after the date of substantial completion of the Project and shall execute a
Declaration of Restrictive Covenant in favor of the County and the City, substantially in the form
attached hereto as Exhibit “E” and made a part of this Agreement. The Coalition shall comply
with 24 CFR §570.503(b)(7) regarding the disposition, acquisition, or improvement of real
property with CDBG funds. Coalition shall maintain the Project in good repair at all times and
perform appropriate repairs as necessary in accordance with all applicable health, building and
safety codes of the City and state. The determination of the Coalition's failure to use the Project
as a shelter for homeless men is within the sole discretion of the County and the City.

       12.     Program Income: The County and City anticipate no Program Income being
generated by the Project from the use of CDBG funds.

         13.    Term: The term of this Agreement shall commence on the date of execution by
all parties hereto and shall terminate on the date that is fifteen years after the date of substantial
completion of the Project. Notwithstanding any of the foregoing, all record-keeping requirements
and use and maintenance of the Project requirements set forth in this Agreement or any record-
keeping or use requirements mandated by CDBG regulations shall survive termination of this
Agreement.




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       14.     General Terms and Conditions.

                a.     Applicable Laws: The County, the City and the Coalition shall each abide
by all applicable federal or state laws, rules and regulations dealing with the design, bidding,
construction and operation of the Project, whether presently existing or hereafter promulgated.
The Coalition and the County shall comply with all applicable CDBG program requirements,
HUD regulations and 24 CFR Part 570, as amended from time to time, and all federal regulations
and policies issued pursuant to these regulations, whether set forth herein or not. The County and
Coalition shall also comply with all other applicable federal, state and local statutes, ordinances,
rules and regulations including, but not limited to, all applicable provisions of the City’s Land
Development Code and Building Code. The Coalition further agrees to utilize funds available
under this Agreement to supplement rather than supplant funds otherwise available.

               b.      Uniform Administrative Requirements: The Coalition and County must
comply with the applicable Uniform Administrative requirements set forth in 24 CFR Part 85, as
modified by 24 CFR §570.502, and OMB Circulars A-122 and A-133. The Coalition and County
shall adhere to the applicable accounting principles and procedures required therein, utilize
adequate internal controls, and maintain necessary source documentation for all costs incurred.

               c.     Audits: The Coalition shall comply with the audit requirements contained
in the Single Audit Act Amendments of 1996 (31 U.S.C. §§7501-7507) and OMB Circular A-
133. The Coalition also agrees to allow the County and the City to conduct any audits either
deems necessary at any time during the term of this Agreement or pursuant to any HUD request.
The Coalition shall submit its annual audit to the CDBG/HUD administrative office within one
hundred twenty (120) days of the end of Coalition’s fiscal year.

                d.      Monthly Status Reports: During the construction of the Project, the
County, on behalf of the Coalition, shall provide the Coalition and the City’s Housing and
Community Development Department, a Monthly Status Construction Report concerning the
progress made on the Project. The information provided should be a narrative summary of
progress, including but not limited to, the percentage of the project completion, selection of
contractors, utilization of MBE/WBEs, Section 3 accomplishments, expenditures and such other
information as required under this Agreement and as may be deemed appropriate by the City.
Such report shall be due by the 10th of each month for activities conducted during the preceding
month and in the form attached hereto as Exhibit “F”.

               e.       Records: The County shall provide the City reports and documents
demonstrating compliance with all applicable federal rules and regulations pertaining to the
construction of the Project including, but not limited to, Davis-Bacon, Section 3, and MBE The
Coalition and the County, as applicable, shall comply with 24 CFR §570.506 as modified by 24
CFR §570.502 regarding records that must be maintained for the Project, plus a five (5) year
retention period that starts from the date of occupancy of the Project. The County shall maintain
project financial records, including source documentation to support how CDBG funds were
expended for this Project which includes, but is not limited to, invoices, schedules containing
comparisons of budgeted amounts and actual expenditures, construction progress schedules
signed by the Contractor, and other documentation as may be required by the City to support the



                                                 9
expenditures for the Project. The Coalition shall keep documentation which demonstrates that
the Project is designed for the particular needs of and used to provide a residential homeless
shelter for men. If any litigation, claim or audit is commenced prior to the expiration of this five
(5)-year period, the Coalition must maintain the records until such audit findings have been
resolved and for a period of five (5) years thereafter. The records shall be made available to the
County’s and City’s Housing and Community Development Departments, HUD and/or any of
their authorized representatives, who shall have access to and the right to examine any of the said
records during said period. This section shall survive termination of this Agreement.

               f.      Monitoring: The Coalition shall allow the County and the City to review
program files and allow on-site monitoring of the Project on a regular basis, both during and
after construction, and at any other time during the term of this Agreement or that may be
required in the future by the County and the City or HUD to determine compliance with CDBG
regulations. Also, the County shall allow the City to review Project files and allow on-site
monitoring on a regular basis during construction and at any other time during the term of this
Agreement or that may be required in the future by the City or HUD to determine compliance
with CDBG regulations.

                g.     Annual Reports: The Coalition shall provide annual reports for a period
of fifteen (15) years after completion of the Project to the County’s and City’s Housing and
Community Development Departments to demonstrate that the Project continues to serve low
and moderate income persons as defined by HUD. The contents of these reports shall include
information on facility operation and program administration including use of the facility,
improvements, services and programs provided and demographics of the clients served. The
Coalition shall submit reports within thirty (30) calendar days of the end of each County and City
fiscal year. All physical and administrative work that is directly pertinent to this Agreement will
be made available for inspection and audit by agents of the County and the City and HUD.

                h.     Religious and Political Activities: The Coalition and the County are
prohibited from using funds provided herein or personnel employed in the administration of the
program for sectarian or religious activities, lobbying, or political patronage activities. The
Coalition and the County further agree that no funds provided, nor personnel employed under
this Agreement, shall be in any way or to any extent engaged in the conduct of political activities
in violation of Chapter 15 of Title V, United States Code (Hatch Act), 24 CFR §570.207(a)(3), or
24 CFR §570.200(j).

              i.        Drug Free Workplace: The Coalition and the County shall comply with
the Drug Free Workplace Act of 1988 and implementing regulations in 24 CFR Part 24, subpart
F regarding maintenance of a drug free workplace. Coalition and the County shall complete and
comply with the “Certification Regarding Drug-Free Workplace Requirements” attached hereto
as Exhibit “G” and made a part hereof by this reference. The Coalition and the County shall
complete the certification form and a copy shall be kept in the files of each of the parties of this
Agreement.

              j.       Anti-Lobbying Provision: The Coalition shall comply with the
requirements set forth in 31 U.S.C. §1352 and implementing regulations at 24 CFR Part 87. The



                                                10
Coalition shall execute and comply with the “Certification Regarding Lobbying” attached hereto
as Exhibit “H” and made a part hereof by this reference, and a copy shall be kept in the files of
each of the parties of this Agreement.

               k.     Section 3 of the Housing and Urban Development Act of 1968/Equal
Opportunity: County, as project manager for the Coalition, shall comply with the provisions of
Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. § 1701u) and its
implementing regulations contained in 24 CFR Part 135 regarding economic opportunities for
low and very low income persons. County shall comply with the provisions of the “Section 3
Clause”, attached hereto as Exhibit “I” and made part hereof by this reference. County shall
also keep records demonstrating compliance with these regulations, including 24 CFR
§570.506(g)(5).

               l.    Equal Employment Opportunity: Coalition and the County shall comply
with 24 CFR §570.607, Executive Order 11246, as amended by Executive Orders 11375, 11478,
12086 and 12107 (Equal Employment Opportunity) and the implementing regulations in 41 CFR
Part 60, and the provisions of the Equal Employment Opportunity Clause attached hereto as
Exhibit “J” and made a part hereof by this reference. Any contracts entered into by Coalition
and the County shall include a provision for requiring compliance with these regulations.
Coalition and the County shall keep records and documentation demonstrating compliance with
these regulations.

                m.      Utilization of MBEs: County, as project manager for the Coalition, shall,
to the greatest extent feasible, ensure that MBEs are included for consideration for participation
in all construction, supply or service contracts, if any. County shall comply with Executive
Order 11625, as amended by Executive Order 12007 (Minority Business Enterprises); Executive
Order 12432 (Minority Business Enterprise Development); and Executive Order 12138, as
amended by Executive Order 12608 (Women’s Business Enterprise). County shall keep records
demonstrating compliance with this provision.

                n.      Non-Discrimination: Coalition and the County shall not, on the grounds
of race, color, religion, national origin or sex, exclude any person from participation in, or deny
any person the benefits of, or subject any person to discrimination, with respect to any part of the
construction or operation of the Project. Coalition and the County shall comply with 42 U.S.C.
§5301, et. seq., 42 U.S.C. §6101, 29 U.S.C. §794, 24 CFR §570.602 and 24 CFR Part 6.
Coalition and the County shall also at all times comply with Title VI of the Civil Rights Act of
1964 (42 U.S.C. §2000d, et. seq.) and implementing regulations in 24 CFR Part 1. Coalition and
the County shall also not discriminate on the basis of age under the Age Discrimination Act of
1975 (42 U.S.C. §6101, et. seq.) and the implementing regulations contained in 24 CFR Part 146,
or on the basis of disability as provided in Section 504 of the Rehabilitation Act of 1973, and the
implementing regulations contained in 24 CFR Part 8. Any contracts entered into by Coalition
and the County shall include a provision for compliance with these regulations. Coalition and the
County shall keep records and documentation demonstrating compliance with these regulations.

            o.     Fair Housing Act: Coalition and the County shall comply with the Fair
Housing Act (42 U.S.C. §§3601-3620) and implementing regulations at 24 CFR Part 100,



                                                11
Executive Order 11063, as amended by Executive Order 12259 (Equal Opportunity in Housing)
and their implementing regulations in 24 CFR Part 107 and shall keep all records demonstrating
said compliance.

               p.      Compliance with Davis-Bacon Act:           County shall comply with
§570.603, and the requirements of the Secretary of Labor in accordance with the Davis-Bacon
Act (40 U.S.C. §276(a) to (a-7)), as amended, and as supplemented by Department of Labor
regulation 29 CFR Part 5. Guidance on these regulations is attached hereto as Exhibit “K”.
Any construction contracts relating to the Project entered into by County shall include a
provision for compliance with the Davis-Bacon Act and supporting Department of Labor
regulations. County shall maintain documentation and records which demonstrate compliance
with these regulations, including contract provisions and payroll records. Such documentation
shall be submitted to the City for review on a monthly basis.

               q.     Copeland “Anti-Kickback” Act: County shall comply with the
Copeland “Anti-Kickback” Act (18 U.S.C. §874) as supplemented by the Department of Labor
regulations contained in 29 CFR Part 3. Any construction contracts entered into by the County
shall include a provision for compliance with these regulations. County shall maintain
documentation and records which demonstrate compliance with these regulations. Any
applicable documentation shall be submitted to the City for review on a monthly basis.

               r.      Contract Work Hours and Safety Standards Act: County agrees to
comply with the Contract Work Hours and Safety Standards Act (40 U.S.C. § 327.333), as
supplemented by the Department of Labor regulations contained in 29 CFR Part 5. Any
construction contracts entered into by the County shall include a provision for compliance with
these regulations. County shall maintain documentation and records which demonstrate
compliance with these regulations. Such documentation, if any, shall be contained in the Davis-
Bacon Act documentation referenced in Section 14(p) above.

               s.     Handicapped Accessibility Requirements: Coalition shall design and the
County shall construct the Project so that it is accessible to and usable by individuals with
handicaps, in compliance with the Architectural Barriers Act of 1968 (42 U.S.C. §§4151-4157),
the Uniform Federal Accessibility Standards, as set forth in 24 CFR §570.614, and the
Americans with Disabilities Act of 1990 (42 U.S.C. §12131, et. seq.). The Coalition and the
County shall keep records demonstrating compliance with these regulations.

              t.     Resident Aliens: Coalition agrees to comply with the requirements set
forth in 24 CFR §570.613 regarding eligibility restrictions for certain resident aliens.

                u.     Agreement between County and HUD: Coalition agrees that it shall be
bound by the standard terms and conditions used in the CDBG Agreement between the County
and HUD, and such other rules, regulations or requirements as HUD may reasonably impose in
addition to the conditions of this Agreement or subsequent to the execution of this Agreement by
the parties hereto.

             v.     Debarment and Suspension: Coalition and the County shall comply with
the debarment and suspension requirements set forth in 24 CFR Part 5 and 24 CFR Part 24.


                                                 12
Coalition and the County shall not enter into a contract with any person, agency or entity that is
debarred, suspended or otherwise excluded from or ineligible for participation in federal
assistance programs under Executive Order 12549 or 12689, “Debarment and Suspension,”
which is made a part of this Agreement by reference. In the event that Coalition or the County
has entered into a contract or subcontract with a debarred or suspended party, no CDBG funds
will be provided as reimbursement for the work done by that debarred or suspended contractor or
subcontractor. Coalition and the County shall keep copies of the debarment and suspension
certifications required by 24 CFR Parts 24 and 91.

               w.      Environmental Review Requirements: The City and County shall jointly
assume responsibility for environmental review or assessments pursuant to the requirements of
24 CFR Part 58. The Coalition is required to provide information to the County and the City
regarding environmental assessments and remediation. The Coalition shall submit to the County
and the City any changes to the original proposed scope of work or any changes in the cost of the
work so that the County and the City may evaluate this new information and conduct any further
environmental review. This information must be submitted to the County and the City for
approval at least 30 days prior to any commencement of work. The Coalition also agrees to assist
the County and the City in addressing environmental issues that may arise during the County and
City’s review process.

              x.     Lead-Based Paint Prohibited: The Coalition and the County shall not
use lead-based paint on the Project and shall comply with the Lead-Based Paint Poisoning
Prevention Act (42 U.S.C. §4821-4846, and the Residential Lead-Based Paint Hazard Reduction
Act of 1992 (42 U.S.C. §§4851-4856) and implementing regulations at 24 CFR Part 35, of which
subparts A, B, J, K and R apply. The Coalition and the County shall maintain records
demonstrating compliance with these requirements.

                y.      Historic Preservation: The Coalition and the County shall comply with
the Historic Preservation requirements set forth in the National Historic Preservation Act of
1966, as amended (16 U.S.C. §470) and the procedures set forth in 36 CFR §800, Advisory
Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they
apply to the performance of this Agreement. In general, this requires concurrence from the State
Historic Preservation Officer for all rehabilitation and demolition of historic properties that are
fifty years old or older or that are included on a federal, state, or local historic property list.

               z.      Environmental Protection: The Coalition and the County shall comply
with all applicable standards, rules or requirements issued under Section 306 of the Clean Air
Act (42 U.S.C. §1857(h), Section 508 of the Clean Water Act (33 U.S.C. §1368), Executive
Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15); and the
standards and policies relating to energy efficiency contained in the State Energy Conservation
Plan issued in compliance with the Energy Policy and Conservation Act.

                aa.     Flood Disaster Protection: The Coalition and the County shall comply
with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. §4106) and
implementing regulations in 44 CFR Part 59 through Part 79 in regard to the sale, lease or other
transfer of land acquired, cleared or improved under the terms of this Agreement, as it may apply
to the provisions of this Agreement.


                                                13
                bb.    Flood Insurance Program: Should any construction or rehabilitation of
existing structures with assistance provided under this Agreement occur in an area identified as
having special flood hazards by the Director of Federal Emergency Management, the Coalition
shall comply with all relevant and applicable provisions of 24 CFR §570.605 concerning the
National Flood Insurance Program. Coalition agrees that if any portion of the Property is located
in a special flood hazard area that flood insurance will be required by the County and the City
and must be provided by Coalition.

               cc.    Permits: The County, as Project Manager, or its Contractor, shall be
responsible for obtaining the building permit and all other construction-related permits for the
Project.

              dd.    Displacement, Relocation, Acquisition and Replacement of Housing:
The Coalition shall comply with 24 CFR §570.606 and shall keep all records demonstrating
compliance with these requirements including, but not limited to, those records required in 24
CFR §570.506.

                ee.     Conflict of Interest: The Coalition and the County, as Project Manager,
shall comply with the conflict of interest provisions contained in 24 CFR §570.611. In the
procurement of supplies, equipment, and services, the Coalition shall comply with the conflict
statement rules in 24 CFR. 85.36. The Coalition and the County shall comply with the conflict of
interest provisions contained in 24 CFR §570.611 for those cases not governed by such §85.36.
This rule states that no officer or employee of the County or the City or its designees or agents or
consultants, no member of the Orange County Board of County Commissioners or Orlando City
Council, and no other public official who exercises or has exercised any functions or
responsibilities with respect to activities assisted with CDBG funds or who is in a position to
participate in a decision-making process or gain inside information with regard to these
activities, may obtain a financial interest or benefit from a CDBG-assisted activity, or have an
interest in any contract, subcontract or agreement with respect thereto, or the proceeds
thereunder, either for themselves or those with whom they have family or business ties, during
their tenure or for one year thereafter. The Coalition and the County shall also keep records
supporting any Coalition requests for waivers of conflicts.

               ff.     Suspension and Termination: Notwithstanding anything to the contrary
and in accordance with 24 CFR §85.43, suspension or termination of this Agreement may occur
if the Coalition or the County materially fails to comply with any term of the award, and that
award may be terminated for convenience in accordance with 24 CFR §85.44. Continued
performance by either party pursuant to this Agreement, after default of any of the terms of this
Agreement, shall not be deemed a waiver of any right to terminate this Agreement for any
subsequent default; and no waiver of any such default shall be construed or act as a waiver of
any subsequent default.

       15.    Defaults and Remedies. The following shall constitute an Event of Default under
this Agreement:




                                                14
                a.      if the Coalition fails to provide a homeless shelter for men on the Project
for fifteen years from the date of substantial completion of the Project;

               b.    if the Coalition, City or the County fails to comply with any regulations
governing CDBG awards, including, but not limited to, 24 CFR Part 570 or fails to comply with
any of the terms contained in this Agreement and such failure continues for a period of fifteen
(15) days following written notice thereof given by the City or County;

                c.    if at any time any material representation made by the Coalition in any
certification or communication submitted by the Coalition to the County in an effort to induce
the use of CDBG funds or the administration thereof is determined by the County to be false,
misleading or incorrect in any material manner;

               d.    if the Coalition does not disclose to the County, upon demand, the name of
all persons with whom the Coalition has contracted or intends to contract with for the
construction or management of any portion of the Project, including contracts for services and/or
labor;

                e.    if any default occurs under this Agreement, Declaration of Restrictive
Covenant or any documents executed by Coalition in connection with this Agreement (herein
collectively the “Documents”) which is not elsewhere specifically addressed herein and such
default is not cured within the applicable cure period set forth in such Documents, or if there is
no cure period set forth, then within fifteen (15) days following the date of written notice to
Coalition thereof;

                f.      if the Coalition voluntarily files for bankruptcy, reorganization or any
insolvency proceedings, or if a receiver is appointed for the Property, or if the Property becomes
subject to the bankruptcy court or if there is an attachment, execution, or other judicial seizure of
the Coalition’s assets;

               g.      if the Coalition sells or transfers the Property;

               h.      if the County materially breaches this Agreement and fails to cure the
breach within ten (10) business days of receipt of written notice of the breach from either the
City or the Coalition; or

                i.    if the City materially breaches this Agreement and fails to cure the breach
within ten (10) business days of receipt of written notice of the breach from either the County or
the Coalition; or

            j.     if the Construction Contract is terminated prior to final completion and the
County does not promptly obtain a replacement contractor to complete construction of the
Project.

Notwithstanding any of the foregoing provisions to the contrary, if Coalition has failed to cure
any default within (5) days prior to the expiration of any applicable cure period, the County or



                                                 15
City may, at their sole option, cure such default, provided, however, that neither the County nor
the City shall be under any duty or obligation to do so. Failure of the County or City to declare a
default shall not constitute a waiver of any rights by the County or City. Furthermore, the waiver
of any default by the County or City shall in no event be construed as a waiver of rights with
respect to any other default, past or present.

Upon the occurrence of any Event of Default, or any other breach of this Agreement, the County
and City shall be free to terminate this Agreement, immediately withhold all funding and
disbursements, demand repayment for amounts disbursed, and/or exercise all rights and remedies
available to it under the terms of this Agreement, the Declaration of Restrictive Covenant, under
statutory law, equity, or common law. The County and City may also exercise any one or more
of the actions contained in 24 CFR §85.43(a)(1-5). All remedies shall be deemed cumulative
and, to the extent permitted by law, the election of one or more remedies shall not be construed
as a waiver of any other remedy the County and City may have available to it.

       16.     Indemnification and Insurance.

                a.      Indemnification: Except for incidents of negligence by the City or the
County or its , contractors, subcontractors, or other representatives of the City or County, the
Coalition shall defend, indemnify and hold harmless the County and City from and against any
and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings,
actions and costs of actions, including attorney’s fees, whether or not suit is filed and if suit is
filed, attorneys’ fees and costs at all trial and appellate levels, including bankruptcy, of any kind
and nature arising or growing out of or in any way connected with the performance of this
Agreement by Coalition or because of or due to the existence of the Agreement itself.

              The County shall include in the indemnification provisions of the Construction
Contract a requirement that the Contractor will indemnify and hold the Coalition and the City
harmless.

               b.      Environmental Indemnification: The Coalition shall indemnify and hold
the County and City harmless from any claim arising from, or in any way related to, the
environmental condition of the Property (except, as contemplated in Paragraph 7, claims caused
by County agents, contractors, or subcontractors during Project construction), including, but not
limited to, the cost of investigating, defending, and/or negotiating to a satisfactory conclusion
claims made by environmental regulatory agencies, as well as all cleanup and property
maintenance requirements imposed by any agency with lawful jurisdiction over the Property.
This indemnification shall run from the time of initial discovery of any such adverse
environmental condition and is not to be construed to commence only upon realization by the
County or City of an actual pecuniary loss as a result of such adverse environmental condition.
The existence of this indemnification agreement shall not be construed as indicia of ownership,
management or control of the Property by the County or City, and Coalition hereby recognizes
and acknowledges that neither the County nor City is an owner or manager of the Property and
does not exert any control thereupon. Notwithstanding anything herein, or in the other
Documents to the contrary, this indemnification provision shall survive termination of this
Agreement.



                                                 16
                c.     Insurance: Without limiting Coalition’s indemnification of any party, the
Coalition shall maintain in force at all times during the performance of this Agreement all
appropriate policies of insurance hereinafter described, concerning its operations. Coalition shall
require and ensure that each of its contractors, sub-contractors, and consultants providing
services hereunder (if any) procures and maintains until the completion of their respective
services, insurance of the types and to the limits specified herein.

               Certificates with valid and authorized endorsements, evidencing the maintenance
and renewal of such insurance coverage shall be delivered by the Coalition to the County and
City thirty (30) days prior to commencement of construction and at least ten (10) calendar days
following the expiration of any of the insurance policies specified herein.

                The County and City shall be given notice in writing at least thirty (30) calendar
days in advance of cancellation or modification of any policy of insurance. The County, the City,
their officers and employees shall be named as an additional insured on all policies of liability
insurance.

                      (i)    Insurance carriers providing coverage required herein must be
       licensed to conduct business in the State of Florida and must possess a current A.M.
       Best’s Financial Strength Rating of A- Class VIII or better. In addition, such policy shall
       provide that the coverage shall be primary for losses arising out of Coalition’s
       performance of the Agreement. Neither the County, the City nor any of their insurers
       shall be required to contribute to any such loss. The required certificate shall be
       furnished by Coalition to the City and County prior to execution of this Agreement.

                     (ii)   At least thirty (30) calendar days prior to the expiration of the any
       of the insurance policies referenced herein, the Coalition shall provide the City and
       County with satisfactory evidence of the renewal or replacement of such insurance
       policies.

                      (iii)   By entering into this Agreement, the Coalition agrees to provide a
       Waiver of Subrogation in favor of the County and City for each policy required herein.
       When required by the insurer or should a policy condition not permit Coalition to enter
       into a pre-loss agreement to waive subrogation without an endorsement, then Coalition
       agrees to notify the insurer and Coalition the policy be endorsed with a Waiver of
       Transfer of Rights of Recovery Against Others endorsement.

                      (iv)    The policies and insurance that must be secured are:

                       1)     Commercial General Liability Insurance: Coalition must secure
                              commercial general liability insurance to include, but not be
                              limited to bodily injury and property damage coverage. The
                              policy’s liability limit amount shall not be less than one million
                              dollars ($1,000,000) per occurrence. The Coalition further agrees
                              that coverage shall not contain any endorsement(s) excluding or
                              limiting Product/Completed operations, Contractual Liability, or



                                                17
                              Separation of Insured. The general aggregate limit shall either
                              apply separately to this contract or shall be at least twice the
                              required occurrence limit.

                      2)      Workers’ Compensation Coverage: Coalition shall maintain
                              coverage for its employees with statutory workers’ compensation
                              limits and no less than $100,000 each incident of bodily injury or
                              disease for Employers’ Liability.

                      3)      Auto Liability Coverage: Coalition shall maintain coverage for all
                              owned; non-owned and hired vehicles with limits of not less than
                              $500,000 per accident. In the event the Coalition does not own
                              automobiles, Coalition shall maintain coverage for hired and non-
                              owned auto liability, which may be satisfied by way of
                              endorsement to the Commercial General Liability policy or
                              separate Business Auto Liability policy.

                      4)       Property Insurance: Coalition shall provided “all-risk” property
                              insurance covering the full replacement value of the building
                              including loss of income and use; and any other related structures,
                              or personal property. Coalition shall provide flood insurance as
                              required under applicable HUD regulations. The County and the
                              City shall be additional named insureds on all property policies.

       17.    Miscellaneous Provisions.

             a.      Assignment: The Coalition shall not assign or transfer any interest in this
Agreement without the prior written consent of the County and the City.

               b.      No Grant of Vested Rights: This Agreement shall not be construed as
granting or assuring or vesting any land use, zoning, development approvals, permission or rights
with respect to property owned or to be acquired by Coalition.

               c.     No partnership or agency: Nothing in this Agreement is intended to, or
shall be construed in any manner, as creating or establishing the relationship of master/servant,
principal/agent, employer/employee or joint venture partner between the County, City and
Coalition.

               d.     Severability: This Agreement shall be construed in accordance with the
laws of the State of Florida and federal law. It is agreed by and between the parties that if any
covenant or condition, provision contained in this Agreement is held to be invalid by any court
of competent jurisdiction, such invalidity shall not affect the validity of any other covenants,
conditions or provisions herein contained unless the intent .

             e.     Entire Agreement/Modification: This Agreement and the City’s CDBG
Agreement, together with all exhibits, constitutes the entire Agreement between the parties



                                               18
hereto with respect to the County’s participation in the completion of the Project; any
representations or statements heretofore made with respect to such subject matter, whether
written or verbal, are merged herein. This Agreement may only be modified in writing, and such
modification must be signed by all parties hereto.

        18.     Notices: Whenever by the terms of this Agreement notice shall or may be given to
either party, such notice shall be in writing and shall be hand-delivered or sent by certified mail,
return receipt requested, postage prepaid to:

           COUNTY:            Mitchell Glasser, Manager
                              Orange County Housing and Community Development Dept
                              525 E. South Street
                              Orlando, Florida 32801

                       and (with respect to any notices to Project Manager):
                              Joel Baugh, Manager
                              Capital Projects Division
                              400 E. South Street, 5th Floor
                              Orlando, Florida 32801

           CITY:              Lelia W. Allen, Director
                              City of Orlando
                              Housing and Community Development Department
                              400 S. Orange Avenue, 6th Floor
                              Orlando, Florida 32801

           COALITION:         Brent A. Trotter, President
                              Coalition for the Homeless of Central Florida, Inc.
                              639 W. Central Blvd.
                              Orlando, Florida 32801

        19.     Compliance with all Laws: Notwithstanding anything herein to the contrary, the
Project shall be operated consistent with all applicable federal, state and local laws
and regulations.

                             [SIGNATURES ON FOLLOWING PAGES]




                                                19
        IN WITNESS WHEREOF, the parties hereto have executed this Agreement and have
set their hands and seals this ______ day of __________________, 2010.


                                                ORANGE COUNTY, FLORIDA

                                                By:
                                                        Richard T. Crotty
                                                        Orange County Mayor

                                                Date:




ATTEST: Martha O. Haynie, County Comptroller
As Clerk of the Board of County Commissioners

By:
      Deputy Clerk




                                          20
                                                    CITY OF ORLANDO, FLORIDA



                                                    BY: ________________________________
ATTEST:                                                   Mayor / Mayor Pro Tem

___________________________________                 DATE: _____________________________
Alana C. Brenner, City Clerk

                                                    APPROVED AS TO FORM AND
                                                    LEGALITY for the use and reliance
                                                    of the City of Orlando, Florida only.

                                                    ______________________, 2010

                                                    _____________________________
                                                    Assistant City Attorney
                                                    Orlando, Florida

                                                    _____________________________
                                                    Printed Name
STATE OF FLORIDA
COUNTY OF ORANGE

        The foregoing instrument was acknowledged before me this ___ day of _____________,
2010 by ________________________ as the Mayor/Mayor Pro Tem and __________________,
as the City Clerk of the City of Orlando, Florida, and who have acknowledged that they executed
the same on behalf of the City of Orlando, Florida and that each was authorized to do so. Each is
____ personally known to me or ______ has produced ____________________ as identification.

                                                    ____________________________________
                                                    Notary Public, State of Florida
                                                    Printed Name: _______________________




                                               21
Signed in the presence of:                          COALITION FOR THE HOMELESS
                                                    OF CENTRAL FLORIDA, INC., a
                                                    Florida non-profit corporation

_________________________________                   By:_________________________________
Signature                                                 Brent A. Trotter

_________________________________                   Title:   President
Printed Name
                                                    Date: ______________________________
_________________________________
Signature

_____________________________
Printed Name

                             CORPORATE ACKNOWLEDGMENT

STATE OF FLORIDA
COUNTY OF ORANGE

      The foregoing instrument was acknowledged before me this _____ day of
___________________, 2010, by Brent A. Trotter, as President and on behalf of Coalition for
the Homeless of Central Florida, Inc., a Florida non-profit corporation. He is _____ personally
known to me or ______ who has produced __________________________ as identification.

       WITNESS my hand and official seal this ___ day of _______________________, 2010.

                                                    ________________________________
                                                    Notary Public
                                                    Print Name: _________________________




                                               22
                                        EXHIBIT “A”
                                       THE PROPERTY


Lot 1, Coalition For The Homeless, as recorded in Plat Book 74, Pages 119 through 120 of the
Public Records of Orange County, Florida.




                                              A-1
   EXHIBIT “B”
DESIGN CONTRACT




      B-1
                                                EXHIBIT “C”

                                                      BUDGET

                                         Coalition for the Homeless
                                           Men’s Service Center

      The following budget shall serve as the only document containing activities for which the
County’s CDBG funds may be expended for the Project.


Coalition for the Homeless of Central Florida, Inc.
Men’s Service Center Project



            Item                          Cost                 City CDBG Cost          County CDBG Cost
Architectural Design                          $260,986.20              $260,986.20                        0

                                                                                                          0
Survey                                         $14,078.00                $14,078.00                       0
Environmental                                  $18,130.00                $18,130.00                       0
Review/Testing

Connection /Permitting Fees                   $134,919.65                $134,919.65                     0
Construction (includes site               *$6,171,886.15              *$1,171,886.15         $5,000,000.00
improvements, site
preparation, demolition
TOTAL                                      *$6,600,000.00             *$1,600,000.00         $5,000,000.00




* These costs reflect an additional $800,000.00 the City anticipates receiving from HUD in its
2010-2011 allocation. The City’s obligation to provide the additional $800,000.00 is
conditioned upon HUD’s 2010-2011 allocation to the City and City Council’s approval of the
future CDBG Agreement for the additional $800,000.00 to the Coalition.




                                                       C-1
                                                 EXHIBIT “D”

        CONSTRUCTION CONTRACT BOND AND INSURANCE REQUIREMENTS


Payment and Performance Bonds: The Contractor shall execute and deliver to the County payment and
performance bonds as security for the faithful performance and completion of the work and payment for all
materials and labor furnished or supplied in connection with all work included in the construction Contract.
The bonds shall be in amounts at least equal to the contract amount, shall name the County, Coalition, and
City as tri-obligees and shall be in such form and by sureties of financial standing having a rating from A.M.
Best Company (or other equivalent rating company) equal to or better than A- and must be included on the
approved list of sureties issued by the United States Department of Treasury. Prior to execution of the
Construction Contract the County may require the Contractor to furnish such other Bonds, in such form and
with such sureties as it may require. If such Bonds are required by written instructions given prior to
opening of Bids, the premium shall be paid by the Contractor. If the contract amount is increased by change
order, it shall be the Contractor’s responsibility to insure that the payment and performance bonds be
amended accordingly and a copy of the amendment is forwarded to the County.

If the surety on any bond furnished by Contractor is declared bankrupt or becomes insolvent or its right to do
business is terminated in any State where any part of the Work is located or it ceases to meet the
requirements imposed by the Construction Contract, the Contractor shall within five (5) days thereafter
substitute another Bond with another Surety both of which shall be acceptable to the County.

Insurance Requirements:

The Contractor shall agree to maintain on a primary basis and at its sole expense, at all times throughout the
duration of the Construction Contract the following types of insurance coverage with limits and on forms
(including endorsements) as described herein. These requirements, as well as the County’s review or acceptance
of insurance maintained by Contractor is not intended to and shall not in any manner limit or qualify the
liabilities or obligations assumed by Contractor under the Construction Contract. Insurance carriers providing
coverage shall be authorized and/or eligible to do business in the State of Florida and shall possess a current
A.M.Best’s Financial Strength Rating of A- Class VIII.

The Contractor shall require and ensure that each of its subcontractors maintain insurance until the completion of
their work under any contract associated with the Construction Contract. Failure of the Contractor to maintain
insurance coverage for itself or for any other persons or entities for whom it is responsible or to ensure that its
subcontractors maintain coverage shall not relieve the Contractor of any contractual responsibility, obligation or
liability.

The minimum types and amounts of insurance inclusive of any amount provided by an umbrella or excess
policy, shall be as follows:

       Workers’ Compensation – The Contractor shall maintain coverage for its employees with statutory
        workers’ compensation limits, and no less than the limits indicated in the Schedule of Limits (see below)
        for Employers’ Liability. Said coverage shall include a waiver of subrogation in favor of the County.
        The County will not accept elective exemptions. Any Contractor using an employee leasing company
        shall complete the Leased Employee Affidavit.

       Commercial General Liability – The Contractor shall maintain coverage issued on an ISO form CG 00
        01 or its equivalent, with a limit of liability of not less than the limits indicated in the Schedule of Limits



                                                        D-1
        (see below). The Contractor shall further agree coverage shall not contain any endorsement(s)
        excluding or limiting Product/Completed Operations, Independent Contractors, Broad Form Property
        Damage, X-C-U Coverage, Contractual Liability, or Separation of Insureds. The General Aggregate
        limit shall either apply separately to the Construction Contract or shall be at least twice the required
        occurrence limit. All projects with a Contract Amount greater than $20,000,000 shall be written on a
        Designated Premises or Projects basis. Commercial umbrella and excess coverage shall include liability
        coverage for damage to the Contractor’s completed work equivalent to that provided under ISO Form
        CG 00 01 12 04.

       Business Automobile Liability - The Contractor shall maintain coverage for all owned; non-owned and
        hired vehicles issued on ISO form CA 00 01 or its equivalent, with limits of not less than the limits
        indicated in the Schedule of Limits (see below). In the event the Contractor does not own automobiles
        the Contractor shall maintain coverage for hired and non-owned auto liability, which may be satisfied by
        way of endorsement to the Commercial General Liability policy or separate Business Auto Liability
        policy.

        Schedule of Limits:

        Contract Amount           Workers’ Comp/              General          Automobile

                                  Employers’ Liability        Liability        Liability


        Up to $10 million         Statutory/$500,000          $1,000,000       $1,000,000

        $10 - $20 million         Statutory/$1,000,000        $5,000,000       $5,000,000

        Over $20 million          To Be Determined by the County

       Pollution Legal Liability - The Contractor shall agree to maintain Contractor’s Pollution Legal Liability
        with a limit of not less than one million ($1,000,000) per occurrence on a per-project basis.

       Builders’ Risk - The Contractor shall maintain builders’ risk insurance providing coverage to equally
        protect the interests of the County, the Coalition, the Professional, the Contractor and subcontractors of
        any tier. Coverage shall be written on a completed value form in an amount at least equal to 100% of
        the estimated completed value of the project plus any subsequent modifications of that sum. The
        coverage shall be written on an “all-risk” basis and shall, at a minimum cover the perils insured under
        the ISO CP 10 30 Special Causes of Loss Form and shall include property in transit and property stored
        on or off premises, which shall become part of the project. The Contractor shall agree not to maintain a
        wind or flood sub-limit less than 25% of the estimated completed value of the project. The Contractor
        shall agree any flat deductible(s) shall not exceed $25,000, and any wind percentage deductible (when
        applicable) shall not exceed five-percent (5%). The coverage shall not be subject to automatic
        termination of coverage in the event the project/building is occupied in whole or in part, or put to its
        intended use, or partially accepted by the County. If such restriction exists the Contractor shall request
        that the carrier endorse the policy to amend the automatic termination clause to only terminate coverage
        if the policy expires, is cancelled, the County’s interest in the project ceases, or the project is accepted by
        the County.


When a self-insured retention or deductible exceeds $100,000 the County reserves the right to request a copy of
the Contractor’s most recent annual report or audited financial statement. For policies written on a “Claims-


                                                        D-2
Made” basis the Contractor shall agree to maintain a retroactive date prior to or equal to the effective date of this
contract. In the event the policy is canceled, non-renewed, switched to occurrence form, or any other event
which triggers the right to purchase a Supplemental Extended Reporting Period (SERP) during the life of the
Construction Contract the Contractor shall agree to purchase the SERP with a minimum reporting period of not
less than two years. Purchase of the SERP shall not relieve the Contractor of the obligation to provide
replacement coverage.

The Contractor shall be responsible for all risk of loss whether insured or not until final acceptance of the project
by the County. The Contractor shall agree to be fully and solely responsible for any costs or expenses
resulting from a coverage deductible, co-insurance penalty, or self-insured retention; including any loss not
covered because of the application of said deductible, co-insurance penalty, self-insured retention, or
coverage exclusion or limitation. The County shall have the right to request that the Contractor procure and
maintain a surety bond for any deductible amounts that exceed any amount stated herein in such amount and
on such form that are acceptable to the County.

The County reserves the right, but not the responsibility to periodically review any and all policies of
insurance and to reasonably adjust the limits and/or types of coverage required herein, from time to time
throughout the term of this Contract. In such event, the County shall provide the Contractor written notice of
such adjustments and the Contractor shall comply within thirty (30) days of receipt thereof. Any request for
an exception to these insurance requirements must be submitted in writing to the County for approval.

The Contractor shall agree to specifically include the County, the Coalition and the City as Additional
Insureds on the Commercial General Liability policy with a CG 20 10 – Additional Insured - Owners,
Lessees, Contractors or CG 20 26 – Additional Insured- Designated Persons or Organization endorsement,
or their equivalent . The Contractor shall also specifically include the County, the Coalition and the City as
Additional Insureds on any Commercial Umbrella or Excess policies unless the County is automatically
defined under the policy as an Additional Protected Person. Additionally, the Contractor agrees to
specifically include the County and the City as Additional Insureds under the Contractor’s Pollution Liability
coverage (when applicable). The name of the organization identified in each Additional Insured
endorsement’s schedule shall read Orange County Board of County Commissioners and the City of Orlando.

The Contractor agrees by entering into this written Contract to provide a Waiver of Subrogation in favor of
the County, Coalition, City, Contractor, Professional, and sub-contractors of any tier for each required policy
providing coverage during the life of this Contract. When required by the insurer, or should a policy
condition not permit an endorsement, the Contractor shall agree to notify the insurer and request that the
policy (ies) be endorsed with a Waiver of Transfer of Rights of Recovery Against Others, or an equivalent
endorsement. This Waiver of Subrogation requirement shall not apply to any policy, which includes a
condition that specifically prohibits such an endorsement or voids coverage should the Contractor enter into
such an agreement on a pre-loss basis.

Before execution of the Construction Contract by the County and the start of any work and for the duration
of the Construction Contract, the Contractor shall provide the County and the City with current certificates of
insurance evidencing all required coverage. The certificates shall clearly indicate that the Contractor has
obtained insurance of the type, amount and classification as required for strict compliance with this insurance
section. No material change or cancellation of the insurance shall be effective without thirty (30) days prior
written notice to the County and the City. Certificates shall specifically reference the project title and
contract number (if any). The certificate holder shall read:


                                           Orange County Board of County Commissioners
                                           Purchasing & Contracts Division


                                                        D-3
                                         400 E. South Street
                                         Orlando, Florida 32801

                                         City of Orlando
                                         Director of Housing and Community Development
                                         400 S. Orange Avenue
                                         Orlando, Florida 32801

With a copy to:                          Orange County Risk Management Division
                                         109 E. Church Street, Suite 200
                                         Orlando, Florida 32801

Prior to commencement of any work performed by subcontractors (if any), the Contractor shall obtain
certificates of insurance evidencing coverage from each of its subcontractors and shall furnish within five
days, copies of said certificates upon request by the County. In addition to the certificate(s) of insurance the
Contractor shall also provide a blanket or specific additional insured endorsement and all waivers of
subrogation or transfer of rights of recovery endorsements for each policy. Failure of the County to demand
such certificate or other evidence of full compliance with these insurance requirements or failure of the
County to identify a deficiency from evidence provided will not be construed as a waiver of the Contractor’s
obligation to maintain such insurance.




                                                     D-4
                                         EXHIBIT “E”

PREPARED BY AND RETURN TO:
_______________________________
_______________________________
_______________________________
_______________________________
Phone: (407) ____________________


     DECLARATION OF RESTRICTIVE COVENANT – USE RESTRICTION

       THIS DECLARATION OF RESTRICTIVE COVENANT is made this ______ day of
________________________, 2010, by Coalition for the Homeless of Central Florida, Inc., a
Florida non-profit corporation, (hereinafter “Coalition”) in favor of Orange County, Florida a
charter county and political subdivision of the State of Florida (hereinafter referred to as
“County”).

      WHEREAS, the County has been designated by the United States Department of
Housing and Urban Development (“HUD”) as an entitlement community for the receipt and use
of Community Development Block Grant (“CDBG”) funds, as provided in 24 CFR Part 570; and

       WHEREAS, Coalition for the Homeless of Central Florida, Inc. is the owner of the
portion of property located at 639 West Central Blvd., Orlando, Florida, known as the Men’s
Service Center and more particularly described on the attached Exhibit “A”, (hereinafter the
“Property”);

       WHEREAS, Coalition applied to the County for CDBG funds for the construction of the
Men’s Service Center on the Property which use is consistent with the purposes in 24 CFR Part
570; and,

       WHEREAS, Coalition, the County and the City of Orlando, Florida entered into a
CDBG Agreement whereby Coalition agreed to borrow from County and County agreed to lend
to Coalition certain funds for Coalition to construct a building on the Property and to insure that
the funds will be used for construction in compliance with 24 CFR Part 570; and,

        WHEREAS, as a condition to the use of these CDBG funds, the Property must be
maintained as a homeless shelter for homeless men who are below low to moderate income as
required by the CDBG regulations for a period of not less than fifteen years; and

        NOW, THEREFORE, Coalition declares that said Property shall be held, transferred,
encumbered, used, sold, conveyed, leased and occupied, subject to the covenant hereinafter set
forth expressly and exclusively for the use and benefit of said Property and of each and every
person or entity who now or in the future owns any portion of the Property.

        1.    RESTRICTION OF USE AS A HOMELESS SHELTER. The Property shall
only be used as a homeless shelter for homeless men who are low to moderate income as set
forth in the CDBG regulations in 24 CFR Part 570. If Coalition sells, transfers, encumbers,

                                               E-1
leases, or conveys the Property to an unrelated third party or fails to use the Property as defined
and required by HUD and the CDBG Agreement, then Coalition must reimburse the County and
the City an amount equal to the current market value of the Property less any portion of the value
attributable to expenditures of non-CDBG funds for the improvement to the Property, as required
by 24 CFR Part 570. Such reimbursement amount shall be allocated between the County and the
City on a pro-rata basis in accordance with the percentage of their respective CDBG funding
amounts for the design and construction of such improvements to the Property.

       2.      BINDING NATURE OF COVENANTS. This covenant is to run with the land
from the date it is recorded and shall be binding on all parties and all persons claiming under
them until September 30, 2026.

        3.     ENFORCEMENT OF DECLARATION OF RESTRICTIVE COVENANT.
Enforcement of the foregoing restrictive covenant shall be by proceedings at law or in equity
against any person or persons violating or attempting to violate such covenant to restrain
violation. Such action may be brought by Orange County or by HUD.

        4.      ATTORNEYS’ FEES. Any person who successfully brings an action for
enforcement of this Declaration shall be entitled to recover attorneys’ fees and costs for such
action, including any successful appellate proceedings, from the then owner of the affected
portion or portions of the Property.

       IN WITNESS WHEREOF, Coalition for the Homeless of Central Florida, Inc. has
executed this Declaration of Restrictive Covenant, the day and year first above written.

                                                     Coalition for the Homeless of
                                                     Central Florida, Inc., a Florida
                                                     non-profit corporation
                                                     (Corporate Seal)

                                                     By: _____________________________
                                                             Brent Trotter
                                                     Title: President

                           CORPORATE ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF ORANGE

        The foregoing instrument was acknowledged before me this ___ day of
_____________________, 2010, by ______________________, as President and on behalf of
Coalition for the Homeless of Central Florida, Inc. He is __ personally known to me __ or who
has produced _______________________________ as identification.

                                                     ________________________________
                                                     NOTARY PUBLIC
                                                     Print Name: _____________________

                                               E-2
             Composite Exhibit “A”
       Declaration of Restrictive Covenant

Legal Description of Men’s Service Center Property




                   E-3
                                         EXHIBIT “F”

                   Community Development Block Grant (CDBG)
                                   Monthly Status Report
In order to maintain compliance with the Community Development Block Grant (CDBG)
program guidelines, a "Monthly Status Report" is due no later than the 10th of the following
month. The reporting period for this report will be the 1st through the 31st. If you have more
than one contractor working during this period, please use a separate form for each one assigned.
    1. Percentage of grantee completion,
    2. Selection of contractors
    3. Utilization of MBE/WBE’s (please state if minority or women have been hired for this
       project)
    4. Expenditures (list any expenditure(s) that has been submitted ending the 9th of this
       reporting period).
For the month of: _____________________

                              Percentage of Grantee Completion

Please check the appropriate box that indicates the percentage of this project that has been
completed during this reporting period.

 10%       20%        30%      40%        50%         60%      70%       80%      90%      100%


                                     Selection of Contractor

Contractor’s Name: _____________________________                 License #: _________________

          Utilization of Minority & Women’s Business Enterprises (MBE/WBE’s )
Have you, to the greatest extent feasible, ensured that Minority/Women’s Business Enterprises
were included for consideration in participating in this his project? [ ] Yes [ ] No
Is contractor listed above MBE/WBE certified? [ ] Yes [ ] No
If above listed contractor is MBE/WBE certified, please provide the following information.

Name: ______________________________ Address:______________________________
City:   ______________________       State: ______________ Zip: ___________________
County of Certification: ________________________________

*Please include a copy of the M/WBE certification, if applicable, with this report.
Signature of Owner: ____________________________ Submittal Date__________________




                                                F-1
                                          EXHIBIT “G”

                            CERTIFICATION REGARDING
                       DRUG-FREE WORKPLACE REQUIREMENTS


The certification set out below is a material representation upon which reliance is placed by Orange County,
Florida and the U.S. Department of Housing and Urban Development (“HUD”) in awarding the CDBG
funds. If it is later determined that Coalition knowingly rendered a false certification or otherwise violates
the requirements of the Drug-Free Workplace Act, the County Housing and Community Development
Department and/or the HUD, in addition to any other remedies available to the federal government, may
take action authorized under the Drug-Free Workplace Act. Coalition will comply with the other provisions
of the Act and with other applicable laws.

CERTIFICATION

1. Coalition certifies that it will provide a drug-free workplace by:

   A. Publishing a statement notifying employees that the unlawful manufacture, distribution,
      dispensing, possession or use of a controlled substance is prohibited in Coalition’s
      workplace and specifying the actions that will be taken against employees for violation of
      such prohibition;

   B. Establishing an ongoing drug-free awareness program to inform employees about:

       1. the dangers of drug abuse in the workplace;

       2. Coalition’s policy of maintaining a drug-free workplace;

       3. any available drug counseling, rehabilitation and employee assistance programs; and

       4. the penalties that may be imposed upon employees for drug abuse violations
          occurring in the workplace.

   C. Making it a requirement that each employee be engaged in the performance of the grant
      be given a copy of the statement required by paragraph (A).

   D. Notifying the employee in the statement required by paragraph (A) that, as a condition of
      employment, the employee will:

       1. Abide by the terms of the statement; and

       2. Notify the employer in writing of his or her conviction for a violation of a criminal
          drug statute occurring in the workplace no later than five (5) calendar days after such
          conviction



                                                 G-1
   E. Notify the County’s Housing and Community Development Department and/or the HUD
      in writing within ten (10) calendar days after receiving notice under subparagraph (D)(2)
      from an employee or otherwise receiving actual notice of such conviction. Employers of
      convicted employees must provide notice, including position title, to every grant officer
      or other designee on whose grant activity the convicted employee was working, unless
      the Federal agency has designated a central point for the receipt of such notices. Notice
      shall include the identification number(s) of each affected grant.

   F. Taking one of the following actions, within 30 calendar days of receiving notice under
      subparagraph (D)(2), with respect to any employee who is so convicted:

       1. Taking appropriate personnel action against such an employee, up to and including
          termination, consistent with the requirements of the Rehabilitation Act of 1973, as
          amended; or
       2. Requiring such employee to participate satisfactorily in a drug abuse assistance or
          rehabilitation program approved for such purposes by a Federal, State, or local health,
          law enforcement or other appropriate agency.

   G. Making a good faith effort to continue to maintain a drug-free workplace through
      implementation of paragraphs (A), (B), (C ), (D), (E) and (F).

2. Coalition shall insert in the space provided on the attached “Place of Performance” form the
   site(s) for the performance of work to be carried out with the CDBG funds (including street
   address, city, county, state, zip code and total estimated number of employees). Coalition
   further certifies that, if it is subsequently determined that additional sites will be used for the
   performance of work under the CDBG Agreement, it shall notify the County’s Housing and
   Community Development Department and/or HUD immediately upon the decision to use
   such additional sites by submitting a revised “Place of Performance” form.




                                                G-2
                                   PLACE OF PERFORMANCE

FOR CERTIFICATION REGARDING DRUG-FREE WORKPLACE REQUIREMENTS


Name of Subgrantee:               Coalition for the Homeless of Central Florida, Inc.

Program Name:                   Community Development Block Grant

Grant:                          ______________________________________________

Date:                           ______________________________________________



The subgrantee shall insert in the space provided below the site(s) expected to be used for the performance
of work under the grant covered by the certification:

Place of Performance (include street address, city, county, state, zip code for each site):

         639 West Central Blvd.
         Orlando, Florida

Check ____ if there are work places on file that are not identified here.



Coalition for the Homeless of Central                                                [Corporate Seal]
Florida , Inc.


By: __________________________________               _____________________________________
                                                                      Date


By: __________________________________               _____________________________________
                                                                      Date




                                                  G-3
                                           EXHIBIT “H”

                        CERTIFICATION REGARDING LOBBYING

The undersigned certifies, to the best of his or her knowledge and belief, that:

(1)    No Federal appropriated funds have been paid or will be paid, by or on behalf of the
       undersigned, to any person for influencing or attempting to influence an officer or employee
       of any agency, a Member of Congress, an officer or employee of Congress, or an employee
       of a Member of Congress in connection with the awarding of any Federal contract, the
       making of any Federal grant, the making of any Federal loan, the entering into of any
       cooperative agreement, and the extension, continuation, renewal, amendment or
       modification of any Federal contract, grant, loan or cooperative agreement.

(2)    If any funds other than Federal appropriated funds have been paid or will be paid to any
       person for influencing or attempting to influence an officer or employee of any agency, a
       Member of Congress, an officer or employee of Congress, or an employee of a Member of
       Congress in connection with this Federal contract, grant, loan or cooperative agreement, the
       undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report
       Lobbying,” in accordance with its instructions.

(3)    The undersigned shall require that the language of this certification be included in the award
       documents for all sub-awards at all tiers (including subcontracts, sub-grant and contracts
       under grants, and cooperative agreements) and that Coalition shall certify and disclose
       accordingly.

       This certification is a material representation of fact upon which reliance was placed when
       this transaction was made or entered into. Submission of this certification is a prerequisite
       for making or entering into this transaction imposed by 31 U.S.C. §1352. Any person who
       fails to file this required certification shall be subject to a civil penalty of not less than
       $10,000 and not more than $100,000 for each such failure.


Coalition for the Homeless of                                                (CORPORATE SEAL)
Central Florida, Inc.

By: _________________________________                _____________________________________
                                                                 Date

By: _________________________________                _____________________________________
                                                                 Date




                                                 H-1
                                              EXHIBIT “I”
                                           SECTION 3 CLAUSE

A. The work to be performed under this contract is on a project assisted under a program providing
   direct Federal financial assistance from the Department of Housing and Urban Development
   (“HUD”) and is subject to the requirements of Section 3 of the Housing and Urban Development Act
   of 1968, as amended, 12 U.S.C. §1701. Section 3 requires that, to the greatest extent feasible,
   opportunities for training and employment be given to lower income residents of the Project Area
   and contracts for work in connection with the Project be awarded to business concerns which are
   located in or owned in substantial part by persons residing in the area of the Project.

B. The parties to this contract will comply with the provisions of said Section 3 and the regulations
   issued pursuant thereto by the Secretary of HUD set forth in 24 CFR Part 135, and all applicable
   rules and orders of the Department issued thereunder prior to the execution of this contract. The
   parties to this Agreement certify and agree that they are under no contractual agreement or other
   disability which would prevent them from complying with these requirements.

C. The County and/or its contractor will send to each labor organization or representative of workers
   with which it has a collective bargaining agreement or other contract or understanding, if any, a
   notice advising the said labor organization or workers’ representative of its commitments under this
   Section 3 Clause and shall post copies of the notice in conspicuous places available to employees and
   applicants for employment or training. The notice shall describe the Section 3 preference, shall set
   forth minimum number and job titles subject to hire, availability of apprenticeship, and training
   positions, the qualifications for each, the name and location of the persons taking applications for
   each of the positions, and the anticipated date the work shall begin.

D. This Section 3 Clause must be included in every subcontract for work in connection with the Project.
   The County and/or its contractor will, at the direction of the applicant for or recipient of Federal
   financial assistance, take appropriate action pursuant to the subcontract upon a finding that either the
   County or the contractor is in violation of the regulations issued by the Secretary of Housing and
   Urban Development, 24 CFR Part 135. Neither the County nor the contractor will subcontract with
   any agency where it has notice or knowledge that the latter has been found in violation of regulations
   under 24 CFR Part 135, and will not let any subcontract unless the agency has first provided a
   preliminary statement of ability to comply with the requirements of these regulations.

E. Compliance with the provisions of Section 3, the regulations set forth in 24 CFR Part 135, and all
   applicable rules and orders of the Department issued thereunder prior to the execution of the contract
   shall be a condition of the Federal financial assistance provided to the Project, binding upon the
   applicant or recipient for such assistance, its successors and assigns. Failure to fulfill these
   requirements shall subject the applicant or recipient, its subrecipients, and its successors, and assigns
   to those sanctions specified by the Agreement or contract through which Federal assistance is
   provided, and to such sanctions as are specified by 24 CFR Part 135, which include termination of
   this Agreement for default and debarment and suspension from future HUD-assisted contracts.




                                                      I-1
                                      EXHIBIT “J”

         EQUAL EMPLOYMENT OPPORTUNITY CLAUSE
   FOR CONTRACTS NOT SUBJECT TO EXECUTIVE ORDER 11246

In carrying out this Agreement, Coalition and its contractors and subcontractors
shall not discriminate against any employee or applicant for employment because
of race, color, creed, religion, ancestry, familial status, national origin, sex,
disability or other handicap, age, marital status, or status with regard to public
assistance. Coalition shall take affirmative action to insure that all employment
practices are free from such discrimination. Such employment practices shall
include, but not be limited to, the following: hiring, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff, termination, rates of pay or other
forms of compensation, and selection for training, including apprenticeship.
Coalition shall post in conspicuous places, available to employees and applicants
for employment, notices to be provided by the Government setting forth the
provisions of this nondiscrimination clause. Coalition shall state in all solicitations
or advertisements for employees placed by or on behalf of Coalition that it is an
Equal Opportunity or Affirmative Action employer.




                                          J-1
                                       EXHIBIT “K”

                            DAVIS-BACON ACT &
                   FEDERAL LABOR STANDARDS PROVISIONS

1.   OMB Circular A-102:
     When required by the Federal grant program legislation, all construction contracts in
     excess of $2,000 awarded by grantees and sub-grantees shall include a provision for
     compliance with the Davis-Bacon Act (40 U.S.C. §276 a to a-7), as supplemented by
     Department of Labor regulations contained in 29 CFR Part 5. Under this Act, contractors
     shall be required to pay wages to laborers and mechanics at a rate not less than the
     minimum wages specified in a wage determination made by the Secretary of Labor. In
     addition, contractors shall be required to pay wages not less often than once a week. The
     grantee shall place a copy of the current prevailing wage determination issued by the
     Department of Labor in each solicitation and the award of a contract shall be conditioned
     upon the acceptance of the wage determination. The grantee shall report all suspected or
     reported violations to the grantor agency.

2.   Federal Labor Standards Provisions:
     Except with respect to the rehabilitation of residential property designed for residential
     use for less than eight families, the Grantee and all contractors engaged under contracts in
     excess of $2,000 for the construction, prosecution, completion or repair of any building
     or work financed in whole or in part with assistance provided under this Agreement shall
     comply with HUD requirements pertaining to such contracts and the applicable
     requirements of the regulations of the Department of Labor under 29 CFR Parts 3 and 5,
     governing the payment of wages and the ration of apprentices and trainees to
     journeymen; provided that if wage rates higher than those required under such regulations
     are imposed by state or local law, nothing hereunder is intended to relieve the Grantee of
     its obligation, if any, to require payment of the higher rates. The Grantee shall cause or
     require to be inserted in full, in all such contracts subject to such regulations, provisions
     meeting the requirements of 29 CFR §5.5.

3.   Applicability:
     The project or program to which the construction work covered by this Contract pertains
     to being assisted by the United States of America and the following Federal Labor
     Standards Provisions are included in this Contract pursuant to the provisions applicable to
     such Federal assistance.

     A. 1.   (i) Minimum Wages. All laborers and mechanics employed or working upon the
             site of the work (or under the United States Housing Act of 1937 or under the
             Housing Act of 1949 in the construction or development of the project), will be
             paid unconditionally and not less often than once a week, and without subsequent
             deduction or rebate on any account (except such payroll deductions as are
             permitted by regulations issued by the Secretary of Labor under the Copeland Act
             (29 CFR, Part 3)), the full amount of wages and bona fide fringe benefits (or cash

                                             K-1
equivalents thereof) due at time of payment, computed at rates not less than those
contained in the wage determination of the Secretary of Labor which is attached
hereto and made a part hereof, regardless of any contractual relationship which
may be alleged to exist between the contractor and such laborers and mechanics.
Contributions made or costs reasonably anticipated for bona fide fringe benefits
under Section 1(b)(2) of the Davis-Bacon Act on behalf of laborers or mechanics
are considered wages paid to such laborers or mechanics, subject to the provisions
of 29 CFR §5.5 (a)(1)(iv); also, regular contributions made or costs incurred for
more than a weekly period (but not less than quarterly) under plans, funds or
programs, which cover the particular weekly period, are deemed to be
constructively made or incurred during such weekly period.

Such laborers and mechanics shall be paid the appropriate wage rate and fringe
benefits on the wage determination for the classification of work actually
performed, without regard to skill, except as provided in 29 CFR §5.5(a)(4).
Laborers or mechanics performing work in more than one classification shall be
paid for the time actually worked therein; provided that the employer’s payroll
records accurately set forth the time spent in each classification in which work is
performed. The wage determination (including any additional classification and
wage rates conformed under 29 CFR §5.5(a)(1)(ii) and the Davis-Bacon poster
(WH-1321) shall be posted at all times by the contractor and its subcontractors at
the site of the work in a prominent and accessible place where it can be easily
seen by the workers.


(ii) (a) Any class of laborers or mechanics which is not listed in the wage
     determination and which is to be employed under the contract shall be
     classified in conformance with the wage determination. HUD shall approve
     an additional classification and wage rate and fringe benefits therefore only
     when the following criteria have been met:

         (1) The work is to be performed by the classification request is not
         performed by a classification in the wage determination; and.

         (2) The classification is utilized in the areas by the construction
         industry; and

         (3) The proposed wage rate, including any bona fide fringe benefits,
         bears a reasonable relationship to the wage rates contained in the wage
         determination.

   (b) If the contractor and the laborers and mechanics to be employed in the
    classification (if known) or their representatives, and HUD or its designee
    agree on the classification and wage rate (including the amount designated
    for fringe benefits where appropriate), a report of the action taken shall be
    sent by HUD or its designee to the Administrator of the Wage and Hour
    Division, Employment Standards Administration, U.S. Department of Labor,

                               K-2
         Washington, D.C. 20010.          The Administrator, or an authorized
         representative, will approve, modify or disapprove every additional
         classification action within 30 days of receipt and so advise HUD or its
         designee or will notify HUD or its designee within the 30-day period that
         additional time is necessary. Approved by the Office of Management and
         Budget under OMB control number 1215-0140.

         (c) In the event the contractor, the laborers or mechanics to be employed in
         the classification or their representatives, and HUD or its designee do not
         agree on the proposed classification and wage rate (including the amount
         designated for fringe benefits, where appropriate)., HUD or its designee shall
         refer the questions, including the views of all interested parties and the
         recommendation of HUD or its designee, to the Administrator for
         determination. The Administrator or an authorized representative will issue a
         determination within 30 days of receipt and so advise HUD or its designee or
         will notify HUD or its designee within the 30-day period that additional time
         is necessary. Approved by the Office of Management and Budget under
         OMB Control Number 1215-0140.

         (d) The wage rate (including fringe benefits where appropriate) determined
         pursuant to subparagraphs (1)(b) or (c) of this paragraph, shall be paid to all
         workers performing work in the classification under this contract from the
         first day on which work is performed in the classification.

     (iii) Whenever the minimum wage rate prescribed in the contract for a class of
           laborers or mechanics includes a fringe benefit which is not expressed as an
           hourly rate, the contractor shall either pay the benefit as stated in the wage
           determination or shall pay another bona fide fringe benefit or an hourly cash
           equivalent thereof.

     (iv) If the contractor does not make payments to a trustee or other third person,
          the contractor may consider as part of the wages of any laborer or mechanic
          the amount of any costs reasonably anticipated in providing bona fide fringe
          benefits under a plan or program; provided that the Secretary of Labor has
          found, upon the written request Coalition of the contractor, that the
          applicable standards of the Davis-Bacon Act have been met. The Secretary
          of Labor may require the contractor to set aside in a separate account assets
          for the meeting of obligations under the plan or program. (Approved by the
          Office of Management and Budget under OMB Control Number 1215-0140.)

2.        Withholding. HUD or its designee shall, upon its own action or upon
          written request of an authorized representative of the Department of Labor,
          withhold or cause to be withheld from the contractor under this contract or
          any other Federal contract with the same prime contractor or any other
          Federally assisted contract subject to Davis-Bacon prevailing wage
          requirements which is held by the same prime contractor, so much of the
          accrued payments or advances as may be considered necessary to pay

                                     K-3
         laborers and mechanics, including apprentices, trainees and helpers,
         employed by the contractor or any subcontractor the full amount of wages
         required by the contract. In the event of failure to pay any laborer or
         mechanic, including any apprentices, trainee or helper, employed or
         working on the site of the work (or under United States Housing Act of 1937
         or under the Housing Act of 1949 in construction or development of the
         project), all or part of the wages required by the contract, HUD or its
         designee may, after written notice to the contractor, sponsor, applicant or
         owner, take such action as may be necessary to cause the suspension of any
         further payment, advance or guarantee of funds until such violations have
         ceased. HUD or its designee may, after written notice to the contractor,
         disburse such amounts withheld for and on account of the contractor or
         subcontractor to the respective employees to whom they are due. The
         Comptroller General shall make such disbursements in the case of direct
         Davis-Bacon Act contracts.

3. (i) Payrolls and basic records. Payrolls and basic records relating thereto shall be
    maintained by the contractor during the course of the work and preserved for a
    period of three years thereafter for all laborers and mechanics working at the site
    of the work (or under the United States Housing Act of 1937, or under the
    Housing Act of 1949, in the construction or development of the project). Such
    records shall contain the name, address and social security number of each such
    worker, his or her correct classification, hourly rates of wages paid (including
    rates of contributions or costs anticipated for bona fide fringe benefits or cash
    equivalent thereof the types described in Section (1)(b)(2)(b) of the Davis-Bacon
    Act), daily and weekly number of hours worked, deductions made and actual
    wages paid. Whenever the Secretary of Labor has found under 29 CFR §5.5
    (a)(1)(iv) that the wages of any laborer or mechanic include the amount of any
    costs reasonably anticipated in providing benefits under a plan or program
    described in Section (1)(b)(2)(b) of the Davis-Bacon Act, the contractor shall
    maintain records which show that the commitment to provide fringe benefits is
    enforceable, that the plan or program is financially responsible and that the plan
    or program has been communicated in writing to the laborers or mechanics
    affected and records which show the costs anticipated or the actual cost incurred
    in providing such benefits. Contractors employing apprentices or trainees under
    approved programs shall maintain written evidence of the registration of
    apprenticeship program and certification of trainee programs, the registration of
    the apprentices and trainees and the ratios and wage rates prescribed in the
    applicable programs. Approved by the Office of Management and Budget under
    OMB Control Numbers 1215-0140 and 1215-0017.

   (ii) (a) The contractor shall submit weekly for each week in which any contract
        work is performed a copy of all payrolls to HUD or its designee if the agency
        is a party to the contract, but if the agency is not such a party, the contractor
        will submit the payrolls to the applicant, sponsor, or owner, as the case may
        be, for transmission to HUD or its designee. The payrolls submitted shall set

                                    K-4
   out accurately and completely all of the information required to be maintained
   under 29 CFR §5.5(a)(3)(i). This information may be submitted in any form
   desired. Optional Form WH-347 is available for this purpose and may be
   purchased from the Superintendent of Documents (Federal Stock Number
   029-005-00014-1), U.S. Government Printing Office, Washington, D.C.
   20402. The prime contractor is responsible for the submission of copies of
   payrolls by all subcontractors. Approved by the Office of Management and
   Budget under OMB Control Number 1215-0149.

   (b) Each payroll submitted shall be accomplished by a “Statement of
   Compliance” signed by the contractor or subcontractor or his or her agent who
   pays or supervises the payment of the persons employed under the contract
   and shall certify the following:

         (1)   That the payroll for the payroll period contains the information
               required to be maintained under 29 CFR §5.5(a)(3)(i) and that such
               information is correct and complete;

         (2)   That each laborer or mechanic (including each helper, apprentice
               and trainee) employed on the contract during the payroll period has
               been paid the full weekly wages earned, without rebate, either
               directly or indirectly, and that no deductions have been made
               either directly or indirectly from the full wages earned, other than
               permissible deductions as set forth in 29 CFR § 3;

         (3)   That each laborer or mechanic has been paid not less than the
               applicable wage rates and fringe benefits or cash equivalents for
               the classification of work performed, as specified in the applicable
               wage determination incorporated into the contract.

   (c)   The weekly submission of a properly executed certification set forth on
         the reverse side of Optional Form WH-347 shall satisfy the requirement
         for submission of the “Statement of Compliance” required by Paragraph
         A.3(ii)(b) of this section.

   (d)   The falsification of any of the above certifications may subject the
         contractor or subcontractor to civil or criminal prosecution under Section
         1001 of Title 18 and Section 231 of Title 31 of the United States Code.

(iii) The contractor or subcontractor shall make the records required under
Paragraph (a)(3)(i) of this section available for inspection, copying or
transcription by authorized representatives of HUD or its designee or the
Department of Labor, and shall permit such representatives to interview
employees during working hours on the job. If the contractor or subcontractor
fails to submit the required records or to make them available, HUD or its
designee may, after written notice to the contractor, sponsor, applicant or owner,

                               K-5
          take such action as may be necessary to cause the suspension of any further
          payment, advance or guarantee of funds. Furthermore, failure to submit the
          required records upon Coalition or to make such records available may be
          grounds for debarment action pursuant to 29 CFR §5.12.

4. Apprentices and Trainees.

          (i) Apprentices will be permitted to work at less than the predetermined rate for
          the work they performed when they are employed pursuant to and individually
          registered in a bona fide apprenticeship program registered with the U.S.
          Department of Labor, Employment and Training Administration, Bureau of
          Apprenticeship and Training, or with a State Apprenticeship recognized by the
          Bureau, or if a person is employed in his or her first 90 days of probationary
          employment as an apprentice in such an apprenticeship program, who is not
          individually registered in the program, but who has been certified by the Bureau
          of Apprenticeship and Training or a State Apprenticeship Agency (where
          appropriate) to be eligible for probationary employment as an apprentice. The
          allowable ratio of apprentices to journeymen on the job site in any craft
          classification shall not be greater than the ratio permitted to the contractor as to
          the entire work force under the registered program. Any worker listed on a
          payroll at an apprentice wage rate, who is not registered or otherwise employed as
          stated above, shall be paid not less than the applicable wage rate on the wage
          determination for the classification of work actually performed. In addition, any
          apprentice performing work on the job site in excess of the ratio permitted under
          the registered program shall be paid not less than the applicable wage on the wage
          determination for the work actually performed. Where a contractor is performing
          construction on a project in a locality other than that in which its program is
          registered, the ratios and wage rates (expressed in percentages of the
          journeyman’s hourly rate) specified in the contractor’s or subcontractor’s
          registered program shall be observed. Every apprentice must be paid not less than
          the rate specified in the registered program for the apprentice’s level of progress,
          expressed as a percentage of the journeymen hourly rate specified in the
          applicable wage determination. Apprentices shall be paid fringe benefits in
          accordance with the provisions of the apprenticeship program.                If the
          apprenticeship program does not specify fringe benefits, apprentices must be paid
          the full amount of fringe benefits listed on the wage determination for the
          applicable classification. If the Administrator determines that a different practice
          prevails for the applicable apprentice classification, fringes shall be paid in
          accordance with the determination. In event the Bureau of Apprenticeship and
          Training, or a State Apprenticeship Agency recognized by the Bureau, withdraws
          approval of an apprenticeship program, the contractor will no longer be permitted
          to utilize apprentices at less than the applicable predetermined rate for the work
          performed until an acceptable program is approved.

          (ii) Trainees. Except as provided in 29 CFR §5.16, trainees will not be permitted
          to work at less than the predetermined rates for the work performed unless they

                                          K-6
   are employed pursuant to and individually registered in a program which has
   received prior approval, evidenced by formal certification by the U.S. Department
   of Labor, Employment and Training Administration. The ratio of trainees to
   journeyman on the job site shall be greater than permitted under the plan
   approved by the Employment and Training Administration. Every trainee must
   be paid not less than the rate specified in the approved program for the trainee’s
   level or progress, expressed as a percentage of the journeymen hourly rate
   specified in the applicable wage determination. Trainees shall be paid fringe
   benefits in accordance with the provisions of the trainee program. If the trainee
   program does not mention fringe benefits, trainees shall be paid the full amount of
   fringe benefits listed on the wage determination unless the Administrator of the
   Wage and Hour Division determines that there is an apprenticeship program
   associated with the corresponding journeyman wage rate on the wage
   determination which provides for less than full fringe benefits for apprentices.
   Any employee listed on the payroll at a trainee rate who is not registered and
   participating in a training plan approved by the Employment and Training
   Administration shall be paid not less than the applicable wage rate on the wage
   determination for the work actually performed. In addition, any trainee
   performing work on the job site in excess of the ratio permitted under the
   registered program shall be paid not less than the applicable wage rate on the
   wage determination for the work actually performed. In the event the
   Employment and Training Administration withdraws approval of a training
   program, the contractor will no longer be permitted to utilize trainees at less than
   the applicable predetermined rate for the work performed until an acceptable
   program is approved.

   (iii) Equal Employment Opportunity. The utilization of apprentices, trainees,
   and journeymen under this part shall be in conformity with the Equal
   Employment Opportunity requirements of Executive Order 11246, as amended
   and 29 CFR §3.

5. Compliance with Copeland Act Requirements. The contractor shall comply with
the requirements of 29 CFR §3, which are incorporated by reference in the contract.

6. Subcontracts. The contractor or subcontractor will insert in any subcontract the
clauses contained in 29 CFR §5.5 (a) (1) through (10) and such other clauses as HUD
or its designee may by appropriate instructions require, and also a clause requiring the
subcontractors to include these clauses in any lower tier subcontracts. The prime
contractor shall be responsible for the compliance by any subcontractor or lower tier
subcontractor with all the contract clauses in 29 CFR Part 5.5.

7. Contract termination; debarment. A breach of the contract clauses in 29 CFR
§5.5 may be grounds for termination of the contract, and for debarment as a
contractor and a subcontractor as provided in 29 CFR §5.12.




                                    K-7
   8. Compliance with Davis-Bacon and Related Act requirements. All rulings and
   interpretations of the Davis-Bacon and Related Acts contained in 29 CFR §1,3 and 5
   are herein incorporated by reference in this contract.

   9. Disputes concerning labor standards. Disputes arising out of the labor standards
   provisions of this contract shall not be subject to the general disputes clause of this
   contract. Such disputes shall be resolved in accordance with the procedures of the
   Department of Labor set forth in 29 CFR §5, 6 and 7. Disputes within the meaning of
   this clause include disputes between the contractor (or any of its subcontractors) and
   HUD or its designee, the U.S. Department of Labor, or the employees or their
   representatives.

   10. Certification of Eligibility.

   (i) By entering into this contract, the contractor certifies that neither it (nor he or
   she) nor any person or firm who has an interest in the contractor’s firm is a person or
   firm ineligible to be awarded Government contracts by virtue of Section 3(a) of the
   Davis-Bacon Act or 29 CFR §5.12(a)(1) or to be awarded HUD contracts or
   participate in HUD programs pursuant to 24 CFR, §24.

   (ii) No part of this contract shall be subcontracted to any person or firm ineligible to
   be awarded Government contracts by virtue of Section 3(a) of the Davis-Bacon Act
   or 29 CFR §5.12(a)(1) or to be awarded HUD contracts or participate in HUD
   programs pursuant to 24 CFR Part 24.

   (iii) The penalty for making false statements is prescribed in the U.S. Criminal Code,
   18 U.S.C. 1001. Additionally, U.S. Criminal Code, Section 1001, Title 18, U.S.,
   “Federal Housing Administration transactions”, provides in part “Whoever, for the
   purpose of ….influencing in any way, the action of which Administration…. makes,
   utters or publishes any statement, knowing the same to be false…. shall be fined not
   more than $5,000 or imprisoned not more than two years, or both.”

   11. Complaints, Proceedings, or Testimony by Employees. No laborer or mechanic to
   whom the wage, salary or other labor standards provisions of this contract are
   applicable shall be discharged or in any other manner discriminated against by the
   contractor or any subcontractor because such employee has filed any complaint or
   instituted or caused to be instituted any proceedings or has testified or is about to
   testify in any proceeding under or relating to the labor standards applicable under this
   contract to his employer.

B. Contract Work Hours and Safety Standards Act. As used in this paragraph, the terms
   “Laborers and Mechanics” include watchmen and guards.

(1) Overtime requirements. No contractor or subcontractor contracting for any part of
the contract work which may require or involve the employment of laborers or mechanics
shall require or permit any such laborer or mechanic in any work week in which he or she

                                       K-8
is employed on such work to work in excess of forty (40) hours in such work week unless
such laborer or mechanic receives compensation at a rate not less than one and one-half
times the basic rate of pay for all hours worked in excess of forty hours in such work
week.

(2) Violation; liability for unpaid wages; liquidated damages. In the event of any
 violation of the clause set forth in subparagraph (b)(1) of this paragraph, the contractor
 and any subcontractor responsible therefore shall be liable to the United States (in the
 case of work done under contract for the District of Columbia or a territory, to such
 District or to such territory), for liquidated damages. Such liquidated damages shall be
 computed with respect to each individual laborer or mechanic, including watchmen and
 guards, employed in violation of the clause set forth in subparagraph (1) of this
 paragraph, in the sum of $10 for each calendar day on which such individual was
 required or permitted to work in excess of eight hours or in excess of the standard
 workweek of forty hours without payment of the overtime wages required by the clause
 set forth in subparagraph (b)(1) of this paragraph.

(3) Withholding for unpaid wages and liquidated damages. HUD or its designee shall,
upon its own action or upon written request of an authorized representative of the
Department of Labor, withhold or cause to be withheld from any moneys payable on
account of work performed by the contractor or subcontractor under such contract of any
other Federal contract with the same prime contractor, or any other Federally-assisted
contract subject to the Contract Work Hours and Safety Standards Act, which is held by
the same prime contractor such sums as may be determined to be necessary to satisfy any
liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as
provided in the clause set forth in subparagraph (b)(2) of this paragraph.

(4) Subcontracts. The contractor or subcontractor shall insert in any subcontracts the
 clauses set forth in subparagraph (1) through (4) of this paragraph and also a clause
 requiring the subcontractors to include these clauses in any lower tier subcontracts. The
 prime contractor shall be responsible for compliance by any subcontractor or lower tier
 subcontractor with the clauses set forth in subparagraphs (b)(1) through (4) of this
 paragraph.

C. Health and Safety:

       (1)     No laborer or mechanic shall be required to work in surroundings or under
               working conditions which are unsanitary, hazardous, or dangerous to his
               health and safety as determined under construction safety and health
               standards promulgated by the Secretary of Labor by regulation.

       (2)     The Contractor shall comply with all regulations issued by the Secretary
               of Labor pursuant to Title 29, Part 1926 (formerly Part 1518) and failure
               to comply may result in imposition of sanctions pursuant to the Contract
               Work Hours and Safety Standards Act (Public Law 91-54, 83 Stat. 96).



                                       K-9
(3)   The Contractor shall include the provisions of this Article in every
      subcontract so that such provisions will be binding on each subcontractor.
      The Contractor shall take such action with respect to any subcontract as
      the Secretary of Housing and Urban Development or the Secretary of
      Labor shall direct as a means of enforcing such provisions.




                             K-10

				
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