SPECIFIC PERFORMANCE AGREEMENT
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CITY OF CLEARWATER
SPECIFIC PERFORMANCE AGREEMENT
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~THIS AGREEMENT, ("Agreement") made and entered into this ,. day of , ,
20ot;-by and between City of Clearwater, having its principal office at 112 Osceola Avenue, Clearwater Florida
33756, a political subdivision of the State of Florida ("City") and the Housing Finance Authority of Pinellas City
("Authority"), a public body corporate and politic, organized and existing under Chapter 159, Part IV of the
Florida Statutes and Pinellas City Code Sections 2-386:
WITNESSETH:
WHEREAS, the City and the Authority recognize the need to provide affordable housing to low and
moderate income, fIrst time home buyers through low interest loans and assistance with down payments and
closing costs; and
WHEREAS, the Authority plans to issue single family mortgage revenue bonds in the year 2003 for the
purpose of providing affordable mortgage money for low and moderate income buyers; and
WHEREAS, the City desires to participate by contributing State Housing Initiatives Partnership (SHIP)
funds to make available lower rates and assistance to facilitate purchases by lower income persons in accordance
with SHIP guidelines; and
WHEREAS, it is necessary for the City and the Authority to enter into an Agreement for the
implementation of said project.
NOW, THEREFORE, in consideration of the mutual performance of the promises and covenants
contained herein, the City and the Authority agree as follows:
A. SCOPE OF SERVICES
1. Upon approval by the City of the bond documents, incorporated herein by reference, the City will make a
lump sum payment to the Authority. Funds will be held by the Authority's Trustee for the purposes of
providing assistance to low and moderate income fIrst time home buyers purchasing homes within the
City of Clearwater, as described in Attachment A, "Housing Finance Authority of Pin ell as County SHIP-
Assisted Loan Program."
2. The Authority will authorize its Trustee to use SHIP funds to purchase qualifIed loans in accordance with
terms and conditions of the Authority's 2003 Series A and 2003 Series B bond documents, the language
of which is hereby incorporated by reference, and SHIP legislation.
3. To the extent that City's SHIP funds are used by the Authority, City shall be entided to repayment of the
SHIP funds as provided for in the Trust Indenture, incorporated herein by reference, in connection with
the Authority's single family mortgage revenue bonds, 2003 Series A and 2003 Series B, over the thirty
year life of the mortgage loan, unless repaid sooner. Payments shall be made in a quarterly lump sum
payment to City of Clearwater, 112 Osceola Avenue, Clearwater, Florida 33756, Attention: SHIP Trust
Fund.
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4. The scope of services outlined above shall not be altered without written approval of the City.
B. FUNDING
1. The City shall remit to the Authority One Hundred Thousand Dollars ($100,000.00) for service
performed under the terms of this Agreement for Series 2003A and Series 2003B. Payment of Fifty
Thousand Dollars ($50,000.00) in a lump sum upon execution of this Agreement for Series 2003A, and
payment of Fifty Thousand Dollars ($50,000.00) in a lump sum upon execution of documents for the
Series 2003B.
2 The source of funding from the City for payment of services performed under this Agreement is a grant
provided to the City by the State of Florida ("State"). The Authority agrees that in the event that the
grant is reduced or withheld by the State, the City shall not be liable for payment of contracted services
remaining unfunded by said reduced or withheld grant. In the event that the State determines that the
Authority has not fulfilled its obligations in accordance with the requirements applicable to the grant
and/ or requests reimbursement of expenses paid under this Agreement, the Authority shall provide said
reimbursement within thirty (30) days of said notice from the City.
C. MONITORING AND RECORD RETENTION
1. City shall have the right to monitor and evaluate all aspects of activities carried out by the Authority. Such
evaluation will be effected by the submission of reports and information by the Authority and by
monitoring site visits by the City.
2. All records pertaining to this Agreement, including but not limited to financial, statistical, property and
programmatic records shall be retained for four (4) years from ending date of the City's fiscal year
(October 1 through September 30) in which this Agreement is paid in full, expired, or terminated. All
records, however, that are subject to audit findings shall be retained for four (4) years in the manner
prescribed above or until such audit findings have been resolved, whichever is later. Nothing herein shall
be construed to allow destruction of records that may be required to be retained longer by the Statutes of
the State of Florida.
3. The Authority shall at any time during normal business hours and as often as the City and/ or officials
from the Florida Housing Finance Corporation and/ or any of their duly authorized representatives may
deem necessary make available for examination all of Authority's records, books, documents, papers, and
data with respect to all matters covered by this Agreement and shall permit the City and/ or its designated
authorized representative to audit and examine all books, documents, papers, records and data related to
this Agreement.
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D. TERM OF AGREEMENT
1. The term of performance under this Agreement for the expenditure of SHIP funds as described in
Section A above shall be from the effective date of this Agreement through the origination period of the
2003 Series A and 2003 Series B program as defined by the bond documents, or as may be extended
under the conditions permitted by such bond documents (the "Origination Period").
2. At the end of the Origination Period, SHIP funds not committed to SHIP assisted loans in the County
Program area by Authority or its participants shall be returned to the City. However, if the Authority
offers a third bond program in the year 2003, the City may indicate in writing its desire to use remaining
SHIP funds and/ or City funds, if any, or additional SHIP funds and/ or City funds for participation in a
future bond program under this same agreement.
3. The term of performance under this Agreement for the servicing and monitoring of loans and return of
SHIP funds to City shall continue throughout the thirty year life of the mortgage loans or until all funds
have been collected by the Authority or its agents and repaid to the City.
4. In the event of default, lack of compliance or failure to perform on the part of Authority, the City
reserves the right to exercise corrective or remedial actions, to include, but not necessarily be limited to
requesting additional information from Authority to determine reasons for or extent of noncompliance or
lack of performance; issue a written warning advising Authority of deficiency and advising Authority that
more serious sanctions may be taken if situation is not remedied; advise Authority to suspend, discontinue
or not incur costs for activities in question; withhold payment for services provided; or advise Authority
to reimburse City for amount of costs incurred for any items determined ineligible.
5. This Agreement may be terminated in whole or in part for convenience by either party upon 30 day
written notification to the other and with the written consent of the other. Unless the action is challenged
within the 30 day period, consent shall be deemed granted. Termination for convenience shall not apply
to provisions in this Agreement that require compliance with laws, regulations or ordinances, records
retention or to the provision of service to low and moderate income persons or other specified
beneficiaries, and is subject to the following restrictions:
a) City shall not withdraw its commitment of SHIP funds and/or City funds at any time
during the Origination Period.
b) Authority shall monitor the use of and return City SHIP funds as specified herein.
E. INDEMNIFICATION
1. The Authority and the City shall only be liable for negligence under this Agreement to the extent
permitted by Chapter 768.28 of the Florida Statutes, as it may be amended from time to time. This
section shall not be construed as waiving any defense or limitation which either party may have against
any claim or cause of action by any person not a party to this Agreement.
2. The City's consent and approval for the use of SHIP funds shall not be deemed to create any obligation
of the City under the bond documents.
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F. REPORTING
1. The Authority shall provide, or cause to be provided, monthly reports to the City on the use of SHIP
funds during and at the end of the 2003 Series A and 2003 Series B Origination Periods.
2. The Authority shall provide, or cause to be provided, annual reports to the City showing the current
status of the 2003 Series A and B bond programs and the amount of SHIP funds still to be returned to
City for the term of the agreement.
3. Authority shall furnish City with all additional information, records, reports and data as may be required
by State of Florida or City pertaining to matters of this Agreement.
G. OTHER REQUIREMENTS
1. In carrying out this Agreement, the Authority or any contractor shall not exclude from participation in,
deny benefits to, or otherwise discriminate against, any person because of race, color, religion, sex, age,
national origin, family status or handicap.
2. The Authority will carry out its activities under this Agreement in compliance with all state laws and with
the SHIP program rule issued by the Florida Housing Finance Corporation, incorporated herein by
reference. Further, the Authority will comply with all terms of the City's Local SHIP Housing Assistance
Plan and other City requirements. The Authority will provide the City with the opportunity to review all
program descriptions, bond documents and other pertinent documentation prior to the commitment of
funds in order to protect the City's interests and to confirm compliance with the above state and local
requirements.
3. The Authority shall not assign any interest in this Agreement or otherwise transfer interest in this
Agreement without submitting said proposed assignment or transfer to the City and without the prior
written approval of the City of the proposed assignment or transfer. All requirements of this Agreement
shall be applicable to any subcontracts or other agreements entered into under this Agreement and it shall
be Authority's responsibility to ensure that all requirements are included in said subcontracts or
assignments and all assignees or transferees abide by said requirements.
4. No forbearance on the part of either party shall constitute a waiver of any item requiring performance by
the other party hereunder. A waiver by one party of the other party's performance shall not constitute a
waiver of any subsequent performance required by such other party. No waiver shall be valid unless it is
in writing and signed by authorized representatives of both parties.
5. Any news release or other type of publicity pertaining to this Project must recognize the City of
Clearwater and the SHIP program as sponsors.
6. Should any section or any part of any section of this Agreement be rendered void, invalid or
unenforceable by any court of law, for any reason, such a determination shall not render void, invalid, or
unenforceable any other section or any part of any section in this Agreement.
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7. The laws of the State of Florida shall govern this contract.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed, the day and
year flrst above written.
Sign' ~ a J!)J!t'l<-
Print'~ Ii, !u~1A-
Sign,~L ~
print:-!tn+00flJ -::r; t1t.5
ATTEST:
ATTEST:
CITY OF CLEARWATER
Sign, ~f~Lll~:" ,00 .
Prillt: \ Cynthia E. G~Udea~
City Clerk
By .L1~....... 8. ~ '"D.
~~m B. Horne II
Tide: City Manager
Sign:
Print:
issioner
Approved as to form:
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STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this 10#1 day of ~, ,2002, by
Rodney Fischer, as Chairman of the Housing Finance Authority of Pinellas County, a Florida public body
corporate and politic, on behalf of the Authority. He is personally known to me or has produced
as identification and appeared before me at the time of notarization.
"\"'~'It",,
f~~".r...~~~ CHERYl A DE COU
to: :"~ MY COMMISSION # DO 139061
~.. :~i EXPIRES
..,;>.'...... ,,' ; August 9, 2006
',P.r.,IlI" Bonded 111ru Notary Public Underwriters
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STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this 3 ~ day of U ,200;1, by
B ell'fN J1 A1J1..l~ Sr If WI u..1Afl'\ (J, (-Ioa.fi)~ as M".,,() /C. oJ- C{ I'f MA~^Hffity of Clearwater, Florida on
behalf of the City. He She is personally known to me or has produced
identification and appear before me at the time of notarization.
as
~Ubt!.~
".07Anv PU8UC -tHAn: OF FLORIDA
CAROLYN L BRINK
COMMISSION' CC834678
eXPIRES 5/2212003
1l0110ED THRU ASA 1_BBB_NOTARYl
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ATTACHMENT "Au
HOUSING FINANCE AUTHORITY OF PINELLAS
COUNTY, FLORIDA
Single Family Housing Revenue Bonds
(Multi-County Program)
$20,000,000 2003 Series A (AMT)
SHIP ASSISTED LOAN
PROGRAM
. ,~.. .....,...,..._..-
~
HOUSING FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA
Single Family Housing Revenue Bonds
Program
Objectives
Description of
Mortgage Loan
Programs
Jurisdictions
Participating in
SHIP Pilot
Description of
SHIP Assisted
Pilot Program
and Funding
Sources
Mortgage Rate
and Homebuyer
Points
Mortgage Loan
Terms
Master Servicer
SUMMARY OF "SHIP ASSISTED LOAN" PROGRAM
Commencing in February, 2003,* the Housing Finance Authority of
Pinellas County (the "Authority") will make available $20,000,000 of its
long tenn Homeowner Revenue Bonds (the "Bonds") to fund GNMA and
Fannie Mae certificates backed by. FHA, VA, USDA Rural Development
and Conventional mortgages under three Mortgage Loan program options.
The Bond Program allows home buyers to choose between four Mortgage
Loan options: (a) "Low Rate" option with points payable at closing, (b)
"Assisted Loan" option with a 4% cash assistance payment paid to the
homebuyer at closing, (c) "Rehab Assisted Loan" option with a 5% cash
assistance payment, and (d) "SHIP Assisted Loan" option also with a 5%
cash assistance payment paid to the home buyer. The SHIP Assisted Loan
option combines the 5% homebuyer cash assistance payment with a
reduced mortgage rate and is restricted to low and moderate income
homebuyers as described below. For either the Assisted or SHIP Assisted
loan options, the cash assistance payment must be applied to a portion of a
homebuyer's down payment and/or closing costs.
Pinellas County, Pasco County, the City of Clearwater and the City of St
Petersburg are expected to participate in the SHIP Assisted Loan program
by contributing State of Florida SHIP monies.
The principal portion of Guaranteed Mortgage Securities comprised of
SHIP Assisted Loans will be purchased with 10.4%* SHIP funds and
89.6%* from proceeds of the Authority's Bonds. Authority monies or bond
premium will be applied to fund homebuyer assistance payments in the
amount of 5% of the SHIP Assisted Loan. The 'mortgage note interest rate
for SHIP Assisted Loans is 0.70%* less than the mortgage note rate for
Assisted Loans.
- -'
The three loan options are offered to eligible homebuyers under the rates
and tenns (mortgage rates may be modified after bonds are issued by the
Authority if the market interest rates changes significantly):
All Mortgage Loans will be fully amortizing over a 30-year tenn and have
level monthly debt service payments.
The Leader Mortgage Company serves as "Master Servicer" for the
Program.
*Preliminary - Subject to change.
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"
Lender
Commitment
and Origination
Periods
Warehouse and
Delivery Period
SHIP Funds
Commitment
Period
Advertising of
SHIP Funds
Availability
SHIP Assisted
Income Limits
SHIP Area of
Operation
SHIP Assisted
Loan
Origination
The Authority has established the period for making Mortgage Loan
commitments ("the Commitment Period") and the period for the Master
Servicer's purchase of Mortgage Loans (the Origination Period"). The
initial Origination and Commitment Period for lenders will commence in
February, 2003* and will end in September, 2003* (this date may be
extended by the Authority).
The period for the Master Servicer to delivery Guaranteed Mortgage
Securities comprised of Mortgage Loans to the Trustee will commence on
or about April 15, 2003* and end on or about October 15,2003.* At the end
of the Delivery Period, the Authority, at its option, may extend the Delivery
Period, subject to the requirements of the Trust Indenture for the Bonds.
Participating Jurisdictions are required to advance their SHIP monies to the
Authority prior to or upon the issuance of the Bonds. SHIP monies will
remain available to be used in connection with the purchase of Guaranteed
Securities comprised of SHIP Assisted Loans by the Master Servicer
through the end of the Delivery Period. At the end of the Delivery Period
Participating Jurisdictions, at their option, may extend the commitment of
SHIP funds or may accept repayment of any unused SHIP monies.
The Authority will advertise availability of the SHIP Assisted Loan
program (including an estimate of the interest rate and maximum assistance
payment for homebuyer closing costs) at least 30 days prior to the program
start date.
The SHIP Assisted Loans will be made available on a first-come, first-
served basis to eligible homebuyers with incomes equal to or less than 65%
of the median income. In computing eligibility for SHIP Assisted Loans,
household incomes shall be adjusted by family size (except for SHIP
Assisted Loans originated in Targeted Areas, where the Bond program
maximum incomes and other requirements. will apply to the extent
permitted by SHIP regulations). .
SHIP Assisted Loans will be available solely for homebuyers purchasing
eligible Residences located in Pinellas and Pasco Counties with sales prices
equal to or less than certain maximum sales price limits described herein.
. ".....-,......-.-'
Participating Lenders will be responsible for obtaining and verifying
homebuyer eligibility information, including income and asset certifications
and any other information required for SHIP program reporting (e.g.,
household characteristics as required by the Florida Housing Finance
Agency SHIP Annual Report Form One, date-sta~ped income verifications
for each adult member of the household, etc.).
*Preliminary - Subject to change.
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'... ....
CompliQllce
Review &
Reporting
SHIP Recipient
Files
Loan
Securitization
and Funding
Security for
SHIP Funds
Structure of
Bond Issue and
Reimbursement
of SHIP Funds
The Master Servicer will review compliance certificate information and
other program documentation contained in loan files prior to purchasing
SHIP Assisted Loans from Lenders. Participating Jurisdictions will be
provided with weekly reports during the loan origination period listing
SHIP Assisted Loans closed in their jurisdiction. At the end of the
origination period, a final report will be provided to each Participating
Jurisdiction listing homebuyers selecting SHIP Assisted Loans, the amount
of SHIP funds expended and any reasonable additional infornlation required
SHIP annual reporting and record keeping.
Program Mortgage Loan files, including files for SHIP Assisted Loans, will
be maintained in safekeeping by the Master Servicer.
SHIP Assisted Loans will be purchased from Lenders by the Master
Servicer at a price set to allow the Lender to earn an origination profit not
greater than 1.50% (or the lender profit specified in Mortgage Purchase
Agreements). The Master Servicer will pool and securitize SHIP Assisted
Loans in GNMA Mortgage Backed Securities and assign the securities to
the Trustee.
First mortgages, including the 10.4% portion funded with SHIP monies,
will be guaranteed by GNMA or Fannie Mae. Closing cost assistance
payments funded with Authority monies will be provided as grants to
eligible SHIP Assisted homebuyers and require no repayment thereof.
The bond program will be structured such that mortgage and other revenues
will exceed the minimum amount required to pay semi-annual interest and
scheduled bond maturities resulting in surplus revenues (the "Surplus
Pledged Receipts"). Initially, Surplus Pledged Receipts will be applied to
redeem certain Bonds Outstanding resulting over time in an increase in the
ratio of assets (Guaranteed Mortgage Securities) to liabilities (Bonds
Outstanding). When the asset/liability ratio meets the minimum coverage
ratio established by the rating agency (104~) and after certain other
requirements of the Indenture have been met, additional Surplus Pledged
Receipts will become available to the Authority on a semi-annual basis.
The Authority agrees to repay each Participating Jurisdiction over the life of
the program, pursuant to the SHIP Agreement, for the principal amount of
SHIP monies contributed to the Program from Surplus Pledged Receipts it
receives from the Trustee. The Authority may, at its discretion, elect to
repay SHIP funds earlier.
,.,...~~.~~
*Preliminary - Subject to change.
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