SHIP-ASSISTED LOAN PROGRAM SPECIFIC PERFORMANCE AGREEMENT
CITY OF CLEARWATER
SPECIFIC PERFORMANCE AGREEMENT
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THIS AGREEMENT, ("Agreement") made and entered into this II day of~,
2004, by and between City of Clearwater, having its principal office at 112 Osceo~e,
Clearwater, Florida 33756, a municipal corporation of the State of Florida ("City") and the Housing
Finance Authority of Pinellas County ("Authority"), a public body corporate and politic, organized
and existing under Chapter 159, Part IV of the Florida Statutes and Pinellas County 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
2004 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 Pinellas 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 2004 Series A and 2004 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 entitled to
repayment of the SHIP funds as provided for in the Trust Indenture, incorporated herein by
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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 Fifty Thousand Dollars ($50,000.00) for service
performed under the terms of this Agreement for Series 2004A and Series 20048, but may
increase this amount up to a maximum of Seventy-Five Thousand Dollars ($75,000.00).
Payment of Twenty Five Thousand Dollars ($25,000.00) in a lump sum upon execution of
this Agreement for Series 2004A, and payment of Twenty Five Thousand Dollars
($25,000.00) in a lump sum upon execution of documents for the Series 20048.
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.
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 2004 Series A and 2004 Series 8 program as defined by the bond
documents, or as may be extended under the conditions permitted by such bond documents
(the "Origination Period").
2
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 2004, 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.
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 2004 Series A and 2004 Series 8 Origination
Periods.
3
2. The Authority shall provide, or cause to be provided, annual reports to the City showing the
current status of the 2004 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.
7. The laws of the State of Florida shall govern this contract.
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed,
the day and year first above written.
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Countersigned:
_j:-~ /rYt4. -</!:,
"'.. . n J. Aungst . .
Mayor
CITY OF CLEARWATER, FLORIDA
B~_ ~1r
William B. Horne II
City Manager
Attest:
STATE OF FLORIDA )
COUNTY OF PINELLAS )
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The foregoing iJ1strument was acknowledged before me this I day of
, 20.Q!f, by BRIAN J. AUNGST, Mayor-Commissioner of the City of Clearwater,
who is rsonally known to me. FfUtNI< V. f/ 180it~1> I tj/ee. mA'/oR-
PrintfTy~ ;iJ. ~
Notary Public
<!\.<:j[J.t~',... Carolyn L Brink
ft''J . MVCOMMISSION# 00203569 EXPIRES
- . May 22. 2007
~\lNIliIl THRU TROY FAIN INSURANCf. l/lIC
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STATE OF FLORIDA )
COUNTY OF PINELLAS )
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The foregoing ins~ment was acknowledged before me this 10 day Of.
,20 0 ,by WILLIAM B. HORNE II, City Manager of the City of Clearwater,
who is pers ally known to me.
~~
Print/Type Name:
Notary. Public
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STATE OF FLORIDA
COUNTY OF PINELLAS
"""""" Carolyn L Brink
I~If~~ MY COMMlSSIO. N I 00203569 EXPIRfS
t~! :~i May 22, 2007
~;.,.. ..' .il SONOiD THRU TROY FAIN INSURANCE. INC
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The foregoing instrument was acknowledged before me this 0 day of
()~ , 2004, by Rodnev Fischer, as Chairman of the Housing Finance Authority of
~ellas County, a Florida public body corporate and pOlitiC, on behalf of the Authority. He IS
personally known to me or has produced
'- .....
appeared before me at the time of notarization.
as identification and
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~": "JA"\..~ MY COMMISSION # DD 139061
,~*i'~'$":.~ EXPIRES: August 9, 2006
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Notary Public
6
ATTACHMENT "A"
HOUSING FINANCE AUTHORITY OF PINELLAS
COUNTY, FLORIDA
Single Family Housing Revenue Bonds
(Multi-County Program)
$15,000,0002004 Series A (AMT)
SHIP ASSISTED LOAN PROGRAM
Program
Objectives
Description of
Mortgage Loan
Programs
Jurisdictions
Participating in
SHIP Pilot
Description of
SHIP A ssisted
Pilot Program
HOUSING. FINANCE AUTHORITY OF PINELLAS COUNTY, FLORIDA
Single Family Housing Revenue Bonds
SUMMARY OF "SHIP ASSISTED LOAN" PROGRAM
Commencing in May, 2004, * the Housing Finance Authority of Pin ell as County
"Authority") will make available $15,000,000 of its long term 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 homebuyers to choose between three Mortgage Loan options:
(a) "Low Rate" option with points payable at closing, (b) "Assisted Loan" option with a
3% cash assistance payment paid to the homebuyer at closing, and (c) "SHIP Assisted
Loan" option also with a 3% cash assistance payment paid to the homebuyer. The SHIP
Assisted Loan option combines the 3% 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 ofthe
Authority's Bonds. Authority monies or bond premium will be applied to fund
homebuyer assistance payments in the amount of 3% 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.
Mortgage Rate The three loan options are offered to eligible homebuyers under the rates and terms
And Homebuyer (mortgage rates may be modified after bonds are issued by the Authority if the market
Points interest rates changes significantly):
Mortgage Loan
Terms
All Mortgage Loans will be fully amortizing over a .30-year term and have level monthly
debt service payments.
Master Servicer The Leader Mortgage Company serves as "Master Servicer" for the Program.
*Preliminary- Subject to change.
Page 1
Lender
Commitment
And Origination
Periods
Warehouse and
Delivery Period
SHIP Funds
Commitment
Period
Advertising of
SHIP Funds
Availability
SHIP ASSITED
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 May, 2004* and will end in December, 2004* (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 July 15, 2004* and end on or
about January 15,2005.* At the end of the Delivery Period, the Authority, at its option, may
extend the Delivery Period, subject to the requirements ofthe 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 80% 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-stamped income verifications for
each adult member of the household, etc.).
*Preliminary - Subject to change.
Page 2
Compliance
Review &
Reporting
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 monthly reports during the loan
origination period listing SHIP Assisted Loans closed in their jurisdiction, At the end ofthe
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 information required SHIP annual reporting and record keeping.
SHIP Recipient Program Mortgage Loan files, including files for SHIP Assisted Loans, will be maintained in
Files safekeeping by the Master Servicer.
Loan
Securitization
and Funding
Security for
SHIP Funds
Structure of
Bond Issue and
Reimbursement
Of SHIP Funds
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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