U.S. Department of Housing and Urban Development

Originating Organization: H O U S I N G

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Special Attention of: Interim Notice H 93-4 I

Regional Administrators,

Regional Directors of Housing, Issued: 7/21/93

Housing Management Division Expires: 11/30/93

Directors, Field Office
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Managers of Category Cross References:

A & B Offices

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Subject: Instructions for Providing Documentation of Availability of

HUD-owned Properties for HOPE 2 Applicants in FY 1993

I. Purpose

This Notice provides instructions for issuing the documentation

indicating the availability of specific HUD-owned properties for
applicants

for HOPE 2 grants under the Notice of Fund Availability (\"NOFA\") to be

issued for the FY 1993 funding cycle.

II\. Background

The NOFA for FY 1993 invites applications for Implementation Grants

only. The NOFA requires an applicant for a HOPE 2 Implementation Grant
to

identify the eligible property for which it is applying for a grant and

provide evidence of site control. In the case of a HUD-owned property,

this evidence is to be a \"Commitment to Convey\" (\"Commitment\"). A
sample

Commitment is attached.

Section 427 of the National Affordable Housing Act of 1990 provides

that properties approved for HOPE 2 funding are not subject to the

requirements of Section 203 of the Housing and Community Development

Amendments of 1978 applicable to the sale of projects either at
foreclosure

or after acquisition by the Secretary. This Notice provides instructions

for making the property available for applicants of the HOPE 2 program.

III\. Procedures

Any multifamily property owned by HUD that (1) is a rental property;

\(2\) does not have an approved preliminary disposition authorization;
and

\(3\) has not been bid-in for a specific purpose (e.g., transitional
housing

or negotiated sale for specific purpose) shall be made available to HOPE
2

applicants on request during the FY 1993 funding round.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

HMR: Distribution:
W-3-1,W-2(H),W-3(A)(H)(OGC)(ZAS),W-4(H),R-1,R-2,R-3-1,

R-3-2,R-3-3,R-6,R-6-1,R-6-2,R-7,R-7-1,R-8

form HUD-21-F (7/89)

ref. handbook 000.2

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No action should be taken to approve alternate disposition plans on

properties for which Commitments have been issued while the application
is

under consideration in the selection process.

Any eligible applicant intending to submit an application for funding

pursuant to the HOPE 2 NOFA for FY 1993 for a property owned by HUD may

request in writing a Commitment from the Manager of the Field Office
having

jurisdiction over the property. The Field Office Manager shall execute
and

deliver the requested document within ten working days of receipt of the

written request for a commitment:

More than one applicant may request and receive a Commitment for the

same property. The attached sample document was drafted to accommodate
the

possibility of multiple Commitments on one property. Competitive
selection

with regard to properties will be achieved through the application
rating

and ranking process. In cases where a single property is the subject of

more than one Commitment, the commitment submitted with the
highest-ranked

funded application from among the Implementation Grant applications
shall

be selected and all other Commitments for that property shall be voided.

Any Commitment issued shall contain the following conditions and

contingencies:

o All Commitments are contingent upon the applicant being awarded

funding for its HOPE 2 Implementation Grant application;

o The Commitment shall terminate (1) upon applicant\'s failure to timely

submit a grant application; (2) upon notice to the applicant that HUD

has rejected or not selected its application for funding; (3) upon

applicant\'s failure (without good cause or reason) to execute a grant

agreement within two months after the agreement is proffered by HUD;

or (4) if the grant agreement is terminated by HUD;

o In the event that more than one Commitment has been issued for a

property, the applicant understands that its Commitment shall

terminate if another Commitment for that property has been submitted

in connection with a higher ranked and funded Implementation Grant

application; and

o Upon execution by the grant recipient of a grant agreement with HUD,

the Field Office Manager will submit to the applicant a Contract of

Sale (copy attached) which includes the terms and conditions of the

HOPE 2 grant.

2

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IV\. Sales Price/Management Agent Notification Letters

In the issuance of a Commitment to Convey, the Property Disposition

Branch shall provide two letters for the signature of the Field Office

Manager:

{i} a Sales Price letter to the HOPE 2 applicant(s) setting forth the

price of the property. The price shall be established using HUD

Form 9650. In addition, this letter shall contain the general

description of the repairs needed to the premises and the

estimated cost of the repairs. The applicant in its grant

application shall provide for repairs at least to the extent set

forth in this letter; and

{ii} a Management Agent Notification letter to the property management

agent notifying the agent that the property may be the subject of

a HOPE 2 application. The letter should identify the applicant

receiving a Commitment under the HOPE 2 homeownership program,

explain that the applicant may be contacting the agent to visit

the property during the development of the application and

request that the agent cooperate with the applicant. A copy of

the letter should be provided to the applicant.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Assistant Secretary for Housing

\- Federal Housing Commissioner

Attachments

3

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Attachment 1

COMMITMENT TO CONVEY

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
(Applicant) has notified the

Department of Housing and Urban Development (\"HUD\") of its intent to

submit a HOPE 2 application for an Implementation Grant, pursuant to the

FY 1993 NOFA to develop a homeownership program in the following
HUD-owned

property:

Property Name:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Location:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

FHA Number:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Therefore, as authorized by Housing Interim Notice H 93-4 I , dated

July 21, 1993, this Commitment to Convey title to the property
identified

herein is provided to the applicant in consideration of the applicant\'s

assurance that it intends to submit an application for funding of a HOPE
2

Implementation Grant.

This Commitment to Convey is subject to the following terms and

conditions:

1\. This Commitment is not necessarily the only commitment on this

property provided to an applicant and is contingent upon applicant

receiving funding for a HOPE 2 Implementation Grant in the competition

conducted pursuant to the Fiscal Year 1993 NOFA; and

1

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2\. This Commitment shall terminate upon (1) applicant\'s failure to
submit

a HOPE 2 application; (2) HUD notifying the applicant that its

application was rejected or not funded; or (3) applicant\'s failure

(without good cause or reason) to execute a grant agreement within two

months after the agreement is proffered by HUD. Upon termination,

applicant shall have no further rights under this Commitment.

3\. If the applicant enters into a Grant Agreement with HUD:

a\. HUD will submit to the applicant a Contract of Sale (copy

attached) which includes terms and conditions consistent with

the terms and conditions of the Grant Agreement;

b\. The closing of the property sale will be held no later than one

year following the date of the signing of the Grant Agreement

between HUD and the applicant;

c\. At closing HUD will convey the property to the applicant by a

Special Warranty Deed subject to the terms and conditions set

forth in the grant agreement for the sum reflected in the Sales

Price Letter (Sample Attached). The property will be conveyed

in an \"AS-IS\" condition; HUD makes no representations or

warranties concerning the physical condition of the property,

the number and occupancy of revenue-producing units, or any

factor bearing upon the value of the property. Therefore, the

applicant must perform its own due diligence regarding the

physical condition of the property to reflect its projected

rehabilitation costs. Applicant will carry out repairs to an

extent not less than that set forth in the Grant Agreement;

d\. This Commitment shall terminate and become void if before closing

\(1\) the property is substantially damaged or destroyed through

natural disaster or due to no fault on the part of the parties

hereto or (2) the applicant fails to comply with all the terms

and conditions of the Grant Agreement and the Grant Agreement is

terminated;

e\. This Commitment shall not be (1) recorded in any jurisdiction; or

\(2\) assigned except to the entity, if any, identified in the

application which will transfer ownership interests to the

families.

4\. This document contains the whole agreement and commitment between
the

parties to convey the property at this time.

2

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United States Department of Housing and Urban Development

By:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date

Applicant

By:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Date

3

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Attachment 2

Project Name :

Project Number:

Location :

HOPE 2 PROGRAM

IMPLEMENTATION GRANT

CONTRACT OF SALE

FOR HUD-OWNED PROPERTIES

THIS CONTRACT, made this \_\_\_\_\_ day of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 19\_\_\_, is

between the SECRETARY OF HOUSING AND URBAN DEVELOPMENT,

(\"Seller\"), and
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,

(\"Purchaser\").

WITNESSETH THAT

1\. PURCHASE AND SALE

In consideration of the covenants and agreements of the

respective parties, as hereinafter set forth, Seller agrees

to sell and Purchaser agrees to purchase all of Seller\'s

right, title and interest in and to the real estate situated

in the City of , County of , State of

, and more particularly described in the

attached Exhibit entitled \"Property Description,\" together

with all improvements thereon and appurtenances thereto and

the articles of equipment and other personal property owned

by Seller and used in connection therewith, hereinafter

referred to as the \"Property\".

2\. PURCHASE PRICE

The purchase price of the Property is
\$\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ dollars) to be
paid at Closing.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Page 2 of 14

CONTRACT OF SALE

3\. CLOSING, CLOSING EXPENSES AND TRANSFER OF POSSESSION

\(a\) The sale shall be effective upon Closing.

\(b\) Purchaser shall pay all closing costs and expenses,

irrespective of local custom.

\(c\) Transfer of title to and possession of the Property,

subject to the leases and tenancies herein referred,

shall become effective as of the Closing.

4\. PRORATIONS AND SECURITY DEPOSITS

\(a\) Prorations

\(i\) Subject to the following provisions,

irrespective of local custom and without

affecting the Purchase Price, all rents and

other income (\"Income\") and expenses shall be

prorated between Purchaser and Seller as of

11:59 p.m. of the day before the Closing.

\(ii\) Income. Seller shall be entitled to all Income,

whether paid or unpaid, attributable to the

period prior to Closing, including, but not

limited to, rents, delinquent rents, liability

claims, insurance claims, damages and litigation

settlements. If Purchaser, after Closing

receives Income due Seller, Purchaser must pay

it over to Seller immediately. Purchaser shall

be entitled to all Income, whether paid or

unpaid, attributable to the period from and

after Closing.

\(iii\) Expenses. Seller shall be responsible for

payment of expenses, whether paid or unpaid,

attributable to the period prior to Closing.

Purchaser shall be responsible for expenses,

whether paid or unpaid, attributable to the

period from and after Closing. To the extent

invoices for such expenses are received by

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Page 3 of 14

CONTRACT OF SALE

Purchaser, such invoices shall be forwarded upon

receipt directly to Seller. All refunds of

expenses, including but not limited to tax

refunds and Medicare and Medicaid

payments/reimbursements, attributable to the

period prior to Closing shall belong to Seller

and if any such refunds are received by

Purchaser, Purchaser shall deliver them

immediately to Seller.

\(iv\) Seller shall prepare a Settlement Statement at

Closing listing all prorated items. If Seller

and Purchaser cannot agree on the amount of any

prorated item(s) because the item(s) cannot be

verified prior to Closing, Seller may, at

Seller\'s option, require Purchaser to place

additional funds, in an amount determined by the

Seller, in escrow to be held by Seller which

will bear no interest, to cover such disputed

items. Seller shall apply the escrowed funds to

the actual amounts due for the disputed items

when Seller determines such amounts. Subsequent

to Closing, when Seller determines the amounts

required to cover all prorated items(s), Seller

shall prepare a revised Settlement Statement

showing such amounts and shall provide a copy of

the Settlement Statement to Purchaser. Upon

payment of all such amounts, any funds remaining

in the escrow shall be paid by Seller to

Purchaser. If there are insufficient funds in

escrow to pay all such amounts, Seller shall

issue a bill to Purchaser for the amount of

additional funds due and Purchaser shall

immediately pay such amounts to Seller.

\(v\) Insurance coverage carried by Seller, if any,

shall be canceled as of the completion of the

Closing.

\(vi\) Subsections (i) through (iv) shall remain in

effect after the Closing, where applicable.

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Page 4 of 14

CONTRACT OF SALE

\(b\) Security Deposits

Any security deposits collected from tenants and paid

over or credited to Seller prior to the Closing shall

be transferred and assigned to Purchaser at the

Closing. Notwithstanding State or local law, no other

security deposits collected from tenants will be

transferred by Seller to Purchaser and Seller has no

other liability with respect to security deposits.

Purchaser agrees to assume all responsibility and

liability under State and local law with respect to the

collection, application and return of security

deposits.

5\. FORM OF CONVEYANCE, INSPECTION, OBJECTIONS TO TITLE AND

RIGHTS OF RESCISSION

\(a\) The Property shall be conveyed to the Purchaser by

special warranty deed in the form customarily used by

Seller in the jurisdiction in which the Property is

located. Title to the Property shall be good and

marketable subject to existing tenancies, easements,

zoning, covenants, restrictions and reservations of

record. However, Seller shall not warrant those items

deemed acceptable to Purchaser pursuant to subsection

\(e\) below.

\(b\) Any title evidence or survey desired by Purchaser shall

be obtained at the Purchaser\'s sole expense.

\(c\) If any defect in title renders the Property

unmarketable or litigation is pending challenging the

sale and/or the sale is enjoined and Seller does not

cure the defect, settle the litigation or cause the

injunction to be removed within a reasonable time, or

notifies Purchaser in writing that it is unable or

unwilling to cure the defect, settle the litigation or

remove the injunction,

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Page 5 of 14

CONTRACT OF SALE

\(i\) Purchaser shall have the right to terminate this

Contract by delivering to Seller written notice

prior to the Closing. If such right is

exercised, Seller shall return the Deposit and

any extension fees paid under Section 9.

\(ii\) Seller reserves the right to rescind this

Contract and to return the Deposit and any

extension fees paid under Section 9 of this

Contract.

The return or tender of such Deposit and any extension

fees shall release Seller from all obligations and

liability to Purchaser.

\(d\) The Property shall not be deemed unmarketable solely by

reason of the existence of:

\(i\) covenants, conditions and restrictions of

record;

\(ii\) private, public and utility easements, roads and

highways;

\(iii\) party wall rights and agreements;

\(iv\) pending local building code violation

proceedings;

\(v\) existing leases and tenancies; and

\(vi\) special taxes or assessments.

\(e\) If Purchaser does not notify Seller in writing of any

title defects within twenty-one (21) days after

execution of this Contract by Seller, all defects in

title and all other title matters, shall be deemed

acceptable to Purchaser. If Purchaser does notify the

Seller in writing of any alleged defects within

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Page 6 of 14

CONTRACT OF SALE

twenty-one (21) days after execution of this Contract by

Seller, only those items in the notification will be

addressed. All other title matters will be deemed

acceptable to Purchaser.

\(f\) Seller shall deliver to Purchaser a duly executed deed

conveying Seller\'s right, title and interest in the

Property.

6\. AS-IS SALE; NO REPRESENTATIONS

\(a\) Purchaser shall accept the Property \"as is.\" Seller

makes no representations or warranties concerning the

physical condition of the Property. In addition,

Seller does not represent or warrant the number and

occupancy of revenue producing units, or any factor

bearing upon the value of the Property.

\(b\) Purchaser acknowledges that the purchase price set

forth in Section 2 of this Contract is based on

Purchaser\'s evaluation of the project and not upon any

representations by Seller. Purchaser\'s failure to

inspect, or to be fully informed as to any factor

bearing upon the valuation of the Property, shall not

affect the liabilities, obligations or duties of Seller

under this Contract, nor be a basis for termination of

this Contract or for the return of the earnest money

deposit or any extension fees paid pursuant to Section

9\.

7\. RISK OF LOSS AND RIGHTS OF RESCISSION

Until the Closing, Seller assumes the risk of loss from

damage to the Property by any cause (including but not

limited to fire, flood, earthquake, tornado and vandalism)

other than willful acts or neglect of Purchaser, and in the

event of such damage will provide for the restoration of the

Property to its condition immediately prior thereto, except

that, if Seller determines that such damage is so extensive

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Page 7 of 14

CONTRACT OF SALE

that Seller is unwilling to so restore the Property, Seller

may rescind this Contract and return to Purchaser all monies

deposited under Section 2 and any extension fees paid under

Section 9. The sending of the notice of rescission and the

return of such deposits and fees, or the tender thereof,

shall release Seller from any and all claims by Purchaser

arising under this Contract. If offered by Seller and

agreed to by Purchaser, the cash due at Closing may be

reduced by the estimated cost of restoration of the Property

because of such damage, and such damage shall be added to

the rehabilitation requirements provided for in the Rider

entitled \"Rehabilitation and Relocation.\"

8\. TIME IS OF THE ESSENCE - LIQUIDATED DAMAGES

Time is of the essence in the performance of this Contract.

The sale shall be closed at Seller\'s offices, or at such

other place as may be agreed on by the parties in writing,

within thirty (30) days following execution hereof by

Seller, unless this Contract is extended pursuant to Section

9\. Should Purchaser for any reason fail or refuse to

perform its obligations under this Contract (including, but

not limited to, the failure to establish the legal entity

that is to take title) other than unmarketability of title,

the Deposit and any extension fees paid under Section 9

shall be retained by Seller as liquidated damages.

9\. EXTENSIONS

Extensions of time to close the sale are within Seller\'s

sole and absolute discretion. Any extensions, if granted,

will be on the following conditions:

\(a\) A written request for an extension must be received by

Seller, at Seller\'s office where the Closing is to be

held within thirty (30) days following the execution of

this Contract by Seller, or within any extension period

and must be accompanied by the payment of the required

extension fee. The request must state the reason for

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Page 8 of 14

CONTRACT OF SALE

Prchaser\'s inability to close the sale within the

initial 30 day period or any extended period.

\(b\) Extensions shall be for 30 days.

\(c\) For each 30 day period requested by Purchaser and

approved by Seller, extension fees shall be equal to

\$\_\_\_\_\_\_\_, per unit, per day, (the holding cost for such

period) or one and one-half percent (1.5%) of the

unpaid portion of the purchase price, whichever is

greater.

\(d\) These fees shall be retained by Seller and shall not be

credited to the amount due from Purchaser at Closing.

However, if Purchaser closes prior to the expiration of

an extension period, the prorated amount of the

extension fee, for the unused portion of the extension

period, shall be credited toward the amount due from

Purchaser at Closing.

\(e\) The granting of one or more extensions shall not

obligate Seller to grant additional extensions.

\(f\) If any form or instrument required by Seller is not

submitted within sufficient and reasonable time for

Seller review or processing and such delay necessitates

an extension of the Closing deadline, an extension fee

must be paid for this period.

\(g\) Extension fee(s) must be transmitted pursuant to the

wire transfer procedure set forth in the attached

Exhibit entitled \"Wire Transfer Instructions,\" and

Purchaser shall present to Seller, at the time the

extension is requested, confirmation of the wire

transfer.

10\. PURCHASER RESTRICTIONS

\(a\) No Member of/or Delegate to Congress, or resident

commissioner or local elected official, shall be

admitted to any share or part of this Contract, or to

any benefit arising from it. However, this provision

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Page 9 of 14

CONTRACT OF SALE

does not apply to this Contract to the extent that this

Contract is made with a corporation for the

corporation\'s general benefit.

\(b\) If Purchaser is or becomes suspended, debarred or

temporarily denied from participating in HUD programs

prior to closing, this Contract shall be terminated.

In addition, if such suspension, debarment or temporary

denial of participation occurs either before or after

Purchaser\'s execution of this Contract, all earnest

monies deposited under Section 2 and any extension fees

paid under Section 9 shall be retained by Seller as

liquidated damages.

11\. CONTRACT BINDING - RESTRICTIONS ON ASSIGNMENT OF CONTRACT

\(a\) This Contract shall be binding upon Purchaser, its

respective heirs, executors, administrators, successors

and assigns.

\(b\) Seller must consent in writing to any assignment of

this Contract and any person or entity to which this

Contract is assigned must meet Seller\'s Previous

participation Requirements. Purchaser agrees that

Seller has 20 days in which to approve or deny any

assignment request and acknowledges that, if this

approval period extends beyond the original Contract

term, or any extension thereof, Purchaser will pay the

extension fees required under Section 9 of this

Contract to cover the approval period.

12\. OPERATION OF THE PROPERTY UNTIL CLOSING

From the date of Seller\'s execution of this Contract until

Closing, Seller shall continue to operate and maintain the

Property so that the Property will, except for normal wear

and tear, be in substantially the same condition at Closing

as on the date hereof. Seller may discard any worn out or

useless items, but shall not otherwise remove from the

Property any item or article except as may be necessary for

repair.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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CONTRACT OF SALE

13\. LIMITATION OF LIABILITY

Notwithstanding any other provisions of this Contract,

Seller\'s liability shall not exceed the amount of funds paid

by Purchaser to Seller hereunder.

14\. CONTRACT EXECUTED ON BEHALF OF BIDDER

If Title is to be conveyed to a corporation, partnership or

other entity not as yet legally formed, such corporation,

partnership or entity must be validly organized and legally

capable of performing its obligations under this Contract

prior to the Closing.

15\. FORMS

All forms and instruments referred to in this Contract shall

be the standard HUD forms and instruments prepared by Seller

and used by Seller in the jurisdiction in which the Property

is located and shall contain such additional covenants and

conditions required by this Contract, Prospectus and/or

Request for Proposals.

16\. ACKNOWLEDGMENT OF TERMS AND CONDITIONS OF SALE

Purchaser affirms that it has full knowledge of the terms,

conditions, and requirements contained in this Contract, the

HOPE 2 Grant Agreement (No. H292-CT002-I-R), and the HOPE 2

program guidelines (FR 1/14/92). The Deed shall include the

following provisions:

The covenants set forth in this Deed shall

run with the land hereby conveyed and, to the

fullest extent permitted by law and equity,

shall be binding for the benefit and in favor

of and enforceable by the Grantor and his

successors in office.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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CONTRACT OF SALE

Nondiscrimination Against Section 8

Certificate Holders and Voucher Holders

In order to comply with Section 204 of the

Housing and Community Development Amendments

of 1978, 12 USC 1701z-12, as amended, the

Grantee, for itself, its successors and

assigns, agrees not to unreasonably refuse to

lease a dwelling unit offered for rent, offer

or sell cooperative stock, or otherwise

discriminate in the terms of tenancy or

cooperative purchase and sale because any

tenant or purchaser is the holder of a

Certificate of Family Participation or a

Voucher under Section 8 of the United States

Housing Act of 1937 (42 USC 1437f), or any

successor legislation (hereinafter referred

to as Section 8). This provision is limited

in its application, for tenants or applicants

with Section 8 Certificates or their

equivalent (other than Vouchers), to those

units which rent for an amount not greater

than the Section 8 fair market rent for a

comparable unit in the area as determined by

the Grantor.

This covenant shall bind the Grantee, its

successors, assigns and purchasers for value,

for a period of twenty (20) years from the

date of this Deed. In the event of a breach

or a threatened breach of this covenant, the

Grantor, his successors in office and/or one

or more third-party beneficiaries, shall be

entitled to institute legal action to enforce

performance and observance of such covenant

and to enjoin any acts which are violative of

such covenant. For the purposes of this

covenant, a third-party beneficiaries shall be

any person who holds a Certificate of Family

Participation or a Voucher under Section 8 or

any equivalent document under successor

legislation.

The Grantor shall be entitled to (a)

institute legal action to enforce performance

and observance of these covenants, (b) enjoin

any acts which are violative of these

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Page 12 of 14

CONTRACT OF SALE

covenants, and (c) exercise any other legal or

equitable right or remedy with respect to these

covenants.

In addition, the covenants, if any, set forth

in this Deed relating to Section 8 assistance

shall be enforceable by any tenant or

applicant eligible for assistance under the

Section 8 program.

17\. COMPLETE AGREEMENT

This Contract supersedes all prior agreements and

understandings related to the subject matter hereof, and may

be changed, waived, discharged or terminated only by an

instrument in writing, signed by the party against whom such

change, waiver, discharge or termination is sought, except

as otherwise provided herein.

18\. GENDER AND NUMBER

Whenever the sense of this Contract so requires, the use of

\(1\) the singular shall be deemed to include the plural, (2)

the masculine gender shall be deemed to include the feminine

or neuter gender, and (3) the neuter gender shall be deemed

to include the masculine or feminine gender.

19\. SEVERABILITY

If for any reason one or more of the provisions contained in

this Contract shall be held to be invalid, illegal or

unenforceable in any respect, such invalidity, illegality or

unenforceability shall not affect any other provision of

this Contract, but this Contract shall be construed as if

such invalid, illegal or unenforceable provision had never

been included in this Contract.

20\. NOTICE

Any notice, request, information or other document to be

given hereunder to any of the parties by any other party,

shall be in writing and delivered personally or sent by an

overnight or express mail service, postage prepaid to the

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Page 13 of 14

CONTRACT OF SALE

person and address set forth below. Any party may change

the person or address to which notices are to be sent to it

by giving written notice of such change to the other party

in the manner herein provided for giving notice. The

person, address and telephone number for the Department of

Housing and Urban Development are
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

The person, address and telephone number for the Purchaser

are as provided below Purchaser\'s signature on this

Contract.

21\. EXHIBITS

All exhibits described herein and attached hereto are fully

incorporated into this Contract by this reference.

22\. PARAGRAPH HEADINGS

The paragraph headings contained in this Contract are for

convenience only and shall in no way enlarge or limit the

scope of the paragraphs hereof.

23\. MISCELLANEOUS PROVISIONS

\(a\) When the consent or approval of either party is

required under the terms of this Contract, such consent

or approval must be in writing.

\(b\) Purchaser agrees that any restrictions to be placed in

the Deed referred to in this Contract will run with the

land.

\(c\) Whenever a number of days is referred to in this

Contract, days shall mean calendar days. If any period

of time expires on a non-Federal business day,

Purchaser or Seller shall have until the close of

business of the next Federal business day to take

whatever action is to be taken within the time period.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Page 14 of 14

CONTRACT OF SALE

IN WITNESS WHEREOF:

The Purchaser has executed this Contract in triplicate the \_\_\_\_\_\_

day of \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 19\_\_\_.

WITNESS:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Purchaser

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

By \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Signature

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Typed Name of Signer

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title of Signer

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Address

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

City, State

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Telephone Number

Seller has executed this Contract in triplicate this \_\_\_\_\_\_\_ day

of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_.

(This line to be executed by Seller)

WITNESS: SECRETARY OF HOUSING AND URBAN

DEVELOPMENT

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

By \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

LIST OF EXHIBITS

Property Description