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HomeMy WebLinkAboutPR 21449: GROUND LEASES WITH TENDER LOVING CARE CENTER FOR CHILDREN DBA LEGACY COMMUNITY DEVELOPMENT CORPORATION INTEROFFICE MEMORANDUM HOUSING ASSISTANCE PROGRAMS Date: June 8, 2020 To: Ron Burton, City Manager Mayor and City Council From: Beverly A. Freeman, Housing&Neighborhood Revitalization Manager RE: P.R. 21449-Authorizing a Ground Leases between the City of Port Arthur and Tender Loving Care Center for Children (TLCCC) dba Legacy Community Development Corporation(Legacy CDC) Nature of the request: It is recommended the City Council adopt P. R. 21449 authorizing the City Manager to execute Ground Leases between the City of Port Arthur and Tender Loving Care Center for Children (TLCCC) dba Legacy Community Development Corporation (Legacy CDC) for the construction of affordable housing on three (3) NSP properties located at 1011-15 Rev. Ransom Howard Street, 1021 Rev. Ransom Howard Street and 1047 Rev. Ransom Howard Street in the downtown target area. The Supplemental Deed of Trust will be updated to include any or all of these properties only in the event that TLCCC, dba Legacy CDC uses Texas State Affordable Housing Corporation's loan funds as financing for these four properties under leasehold, that will be authorized by the Consent By Ground Lessor. Staff Analysis/Considerations: TLCCC dba Legacy CDC will build, market, and sell affordable homes to eligible homebuyers whose income range is 60% up to 120% area median income (AMI). All homes will be sold at appraised value. Recommendation: It is recommended the City Council adopt P. R. 21449 authorizing the City Manager to execute Ground Leases between the City of Port Arthur and Tender Loving Care Center for Children (TLCCC) dba Legacy Community Development Corporation (Legacy CDC) for the construction of affordable housing in the downtown target area. Budget Consideration: N/A P. R. 21449 6/8/20 BF RESOLUTION NUMBER A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE GROUND LEASES BETWEEN THE CITY OF PORT ARTHUR AND TENDER LOVING CARE CENTER FOR CHILDREN (TLCCC) DBA LEGACY COMMUNITY DEVELOPMENT CORPORATION (LEGACY CDC) FOR THE DEVELOPMENT OF AFFORDABLE HOUSES ON CITY OWNED PROPERTIES LOCATED AT 1011-15 REV. RANSOM HOWARD STREET, 1021 REV. RANSOM HOWARD STREET AND 1047 REV. RANSOM HOWARD STREET IN THE DOWNTOWN TARGETED AREA. WHEREAS,pursuant to Ordinance 17-20, City Council approved Tender Loving Care Center for Children (TLCCC) dba Legacy Community Development Corporation (Legacy CDC), to collaborate with the City of Port Arthur for the development of affordable housing on Neighborhood Stabilization Program (NSP) properties in the downtown target area; and, WHEREAS, all affordable homes will be built, marketed, and sold at appraised value to eligible homebuyers whose income range is 60%up to 120% area median income(AM1); and, WHEREAS, it is deemed in the best interest of the City of Port Arthur to authorize the City Manager to execute Ground Leases between the City of Port Arthur and TLCCC dba Legacy CDC for the construction of three(3) affordable houses located at 1011-15 Rev. Ransom Howard Street, 1021 Rev. Ransom Howard Street and 1047 Rev. Ransom Howard in the downtown target area; and WHEREAS, it is deemed in the best interest of the City of Port Arthur to authorize the City Manager to execute the Consent by Ground Lessor for the above-named properties as it relates to a Supplemental Deed of Trust and a Revolving Line of Credit between Texas State Affordable Housing Corporation and Legacy CDC. The Supplemental Deed of Trust will be updated to include any or all of these properties only in the event that TLCCC, dba Legacy CDC uses Texas State Affordable Housing Corporation's loan funds as financing for these three (3) properties under leasehold, that will be authorized by the Consent By Ground Lessor in substantially the same form as the attached Exhibit"D". NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. THAT the facts and opinions in the preamble are true and correct. Section 2. THAT City Council hereby authorizes the City Manager to execute Ground Leases between the City of Port Arthur and TLCCC, dba Legacy CDC for the construction of three (3) affordable houses located at 1011 Rev. Ransom Howard Street, 1021 Rev. Ransom Howard Street and 1047 Rev. Ransom Howard in the downtown target area, in substantially the same form, attached hereto as Exhibit"A", "B", and"C". Section 3. That the Supplemental Deed of Trust will be updated to include any or all of these properties only in the event that TLCCC, dba Legacy CDC uses Texas State Affordable Housing Corporation's loan funds as financing for these four properties under leasehold,that will be authorized by the Consent By Ground Lessor, in substantially the same form as the attached Exhibit "D". Section 4. That a copy of the caption of this Resolution be spread upon the minutes of the City Council. READ,ADOPTED AND APPROVED this day of A.D., 2020 at a Regular Meeting of the City Council of the City of Port Arthur, Texas by the following vote: AYES: MAYOR: COUNCILMEMBERS: NOES: THURMAN BARTIE, MAYOR ATTEST: SHERRI BELLARD, CITY SECRETARY APPROVED AS TO FORM: el-kt, 12,w VAL TIZE O, CITY ATTORNEY ltILY APPROVED FOR ADMINISTRATION: RON BUTRON, INTERIM CITY MANAGER BEVERLY FREE AN, HOUSING AND NEIGHBORHOO I REVITALIZATION EXHIBIT "A" Overview of Ground Lease for the Affordable Communities of Texas Neighborhood Stabilization Program 1011-15 REV. RANSOM HOWARD STREET, Port Arthur,Texas The following information and overview is being provided as a guide to understanding the purpose and use of the ground lease.If you have any questions about this overview or the ground lease,please contact us as soon as possible. Key Terms of the Lease • This Ground Lease is used to convey development rights for the property listed under the NSP program. • The initial term of the lease is one(1)year and construction activity must start within six(6)months. • The homes constructed on NSP lots may only be sold to Qualified Households, as defined herein. This means that the household may not have an income that exceeds 120%of the area median income based on family size for the county in which the property is located. • Local Partner is responsible for marketing, assisting potential Qualified Households with completing the necessary TDHCA application and income qualification documentation, and facilitating submission of the applicable loan and title documentation. Once completed such information and supporting documentation should be forwarded to the Corporation.Electronic submission is acceptable. • All rehabilitation and construction activities will meet local building codes and include Energy Star certified appliances and mechanical system upgrades, as needed. New homes must be built to full Energy Star standards. • Until this ground lease is fully executed, the Local Partner has no rights to develop, market, or sell the property,and to do so would constitute a violation of this agreement. • Leasing or subleasing the property to a Qualified Household or any other party is strictly prohibited. • This entire Ground Lease is subject to the rules and regulations of the TDHCA NSP program. See Exhibit C for more information and regulations. GROUND LEASE BETWEEN CITY OF PORT ARTHUR AND TENDER LOVING CARE CENTER FOR CHILDREN DBA LEGACY COMMUNITY DEVELOPMENT CORPORATION FOR PROPERTY LOCATED AT: 1011-15 REV. RANSOM HOWARD STREET TABLE OF CONTENTS ARTICLE 1: TITLE 5 ARTICLE 2: Demise of Leased Premises 5 2.1. PREMISES: 5 2.2. RESERVATION OF MINERAL RIGHTS: 6 ARTICLE 3: Duration of Lease 6 3.1. PRINCIPAL TERM• 6 3.2. TERMINATION. 6 3.3. EXTENSION OF LEASE: 6 3.4. CHANGE OF LESSOR AND LESSEE'S RIGHT TO PURCHASE: 6 ARTICLE 4: Use of Leased Premises 7 4.1. RESIDENTIAL USE ONLY• 7 4.2. RESPONSIBLE USE AND COMPLIANCE WITH LAW: 7 4.3. RESPONSIBLE FOR OTHERS. 7 4.4. SUBLEASES: 7 4.5. CONSTRUCTION AND/OR REHABILITATION OF IMPROVEMENTS:7 4.6. INSPECTION: 7 4.7. MAINTENANCE AND REPAIRS: 7 ARTICLE 5: Ground Lease Fee 8 5.1. GROUND LEASE FEE: 8 ARTICLE 6: Taxes and Assessments 8 6.1. TAXES AND ASSESSMENTS: 8 6.2. TAXES ON LEASED PREMISES: 8 6.3. LESSEE'S RIGHT TO CONTEST: 8 6.4. PAYMENTS IN EVENT OF DELINQUENCY. 8 6.5. PROOF OF COMPLIANCE: 9 ARTICLE 7: Improvements 9 7.1. OWNERSHIP: 9 7.2. CONSTRUCTION REHABILITATION AND ALTERATION: 9 7.3. PROHIBITION OF LIENS: 9 7.4. MAINTENANCE AND SERVICES. 10 7.5. DISPOSITION OF IMPROVEMENTS UPON EXPIRATION OF LEASE TERM: 10 ARTICLE 8: Financing 10 8.1. PERMITTED MORTGAGE: 10 8.2. RIGHTS OF PERMITTED MORTGAGEE: 10 8.3. LESSOR'S RIGHT TO PROCEEDS IN EXCESS OF PURCHASE OPTION PRICE: 10 8.4. AMENDMENTS SUBJECT TO APPROVAL BY PERMITTED MORTGAGEE: 10 ARTICLE 9: Liability, Insurance, Damage and Destruction, Eminent Domain 11 9.1. LESSEE'S LIABILITY: 11 9.2. INDEMNIFICATION OF LESSOR: 1 1 9.3. PAYMENT BY LESSOR- 11 9.4. INSURANCE. 11 9.5. DAMAGE OR DESTRUCTION• 12 9.6. EMINENT DOMAIN AND PUBLIC DEDICATION: 12 ARTICLE 10: Transfer, Sale, or Disposition of Improvements 12 10.1. INTENT: 12 10.2. TRANSFER TO QUALIFIED HOUSEHOLD: 13 10.3. LESSEE'S NOTICE OF INTENT TO SELL• 1 3 10.4. APPRAISAL• 13 10.5. LESSOR'S POWER OF ATTORNEY TO CONDUCT SALE• 13 10.6. PURCHASE PRICE: 13 10.7. FIXED PRICE CONTRACT: 14 10.8. CALCULATION OF THE FORMULA PRICE:Error! Bookmark not defined. ARTICLE 11: ASSIGNMENT AND SUBLEASE 14 ARTICLE 12: Default 14 12.1. MONETARY DEFAULT BY LESSEE• 14 12.2. NONMONETARY DEFAULT BY LESSEE: 14 12.3. DEFAULT BY LESSEE RESULTING FROM JUDICIAL PROCESS 14 12.5. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN INSURANCE: 15 12.6. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN ZONING: 15 12.7. TERMINATION• 15 12.8. REMEDIES: 15 12.9. DEFAULT BY LESSOR• 15 12.10. NO WAIVER• 16 ARTICLE 13: WAIVER OF JURY TRIAL 16 13.1. WAIVER OF JURY TRIAL 16 ARTICLE 14: General Provisions 16 14.1. NOTICES• 16 14.3. NO BROKERAGE: 16 14.4. SEVERABILITY AND DURATION OF: 16 14.5. WAIVER: 17 14.6. LESSOR'S RIGHT TO PROSECUTE OR DEFEND: 17 14.7. CONSTRUCTION• 17 14.8. CAPTIONS AND TABLE OF CONTENTS: 17 14.9. PARTIES BOUND: 17 14.10. GOVERNING LAW• 17 14.11. RECORDING: 17 14.12. LESSOR's Limited Liability: 17 exhibit A: LEGAL DESCRIPTION 20 EXHIBIT B: PERMITTED MORTGAGES 21 EXHIBIT C: SUMMARY OF LEGAL AND REGULATORY CITATIONS 24 GROUND LEASE THIS GROUND LEASE (the "Lease") is made and entered into this 2020, by and between the CITY OF PORT ARTHUR, a municipality (the "Corporation" or "Lessor") and TENDER LOVING CARE CENTER FOR CHILDREN "TLCCC" dba LEGACY, COMMUNITY DEVELOPMENT CORPORATION, (the "Lessee" or "Developer"). WHEREAS, the Lessor recognizes that the Lessee shall be treated as a Developer, pursuant to 24 CFR 570.202 and 24 CFR 570.204, as that definition relates to activities on a Leased Premises purchased by the Lessor using Neighborhood Stabilization Program ("NSP") funding from the Texas Department of Housing and Community Affairs ("TDHCA"); and WHEREAS, the Leased Premises described in this Lease have been acquired and are being leased by the Corporation in furtherance of its Charitable Purposes; and WHEREAS, the Lessee shares the purposes and goals of the Corporation and has agreed to enter into this Lease to obtain those benefits to which the Lessee is entitled under this Lease, and also to further the Charitable Purposes of the Lessor; and WHEREAS, Lessor and Lessee recognize the special nature of the terms and conditions of this Lease, and each of them, with the independent and informed advice of legal counsel, freely accepts these terms and conditions, including those terms and conditions that may affect the marketing and resale price of any Improvements on the Leased Premises (hereinafter defined); and WHEREAS, it is mutually understood and accepted by Lessor and Lessee that the terms and conditions of this Lease further their shared goals over an extended period of time and through a succession of owners; NOW THEREFORE, in consideration of the foregoing recitals, of mutual promises of Lessor and Lessee, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows: ARTICLE 1: TITLE Subject to the temis and provisions of this Lease, Lessor owns and will maintain fee simple title to the land and improvements more particularly described on Exhibit A attached hereto and incorporated herein. At any time during the term of this Lease, Corporation and Developer may convey all of their right,title, and interest in the Land and Improvements to a Qualified Household per Article 10.2 at which time the terms Land and Improvements as used in this Lease shall mean, at the time in question, the Land and Improvements then owned in fee simple by Corporation and Developer, as applicable. ARTICLE 2: Demise of Leased Premises 2.1. PREMISES: The Lessor, in consideration of the rents reserved and the terms and conditions of this Lease, does hereby demise and leave unto Lessee, and Lessee does hereby take and hire from Lessor, the property (referred to in this Lease as the"Leased Premises") described in the attached Exhibit A. Lessor has furnished to Lessee a copy of the most current, if any,title report previously obtained by Lessor for the Leased Premises, and Lessee accepts the Leased Premises in their condition"as is"as of the execution of this Lease. 2.2. RESERVATION OF MINERAL RIGHTS: Lessor reserves to itself all the minerals and other extractive resources of the Leased Premises, if such rights were acquired by the Lessor and any such minerals or other extractive resources are discovered on the Leased Premises. This reservation shall not diminish the right of the Lessee under this Lease to occupy and freely use the Leased Premises. Any eventual extraction by the Lessor of minerals or other extractive resources shall be carried out with as little disruption to the Lessee as is reasonably possible. In instances requiring a material disruption of the Lessee's right of use and occupancy of the Leased Premises,the Lessor shall not make such extraction without the consent of the Lessee. ARTICLE 3: Duration of Lease 3.1. PRINCIPAL TERM: The term of this Lease shall be One (1) year, commencing on , 2020, and terminating at 11:59 p.m. Central Time on , 2021, unless terminated sooner or extended as provided herein. 3.2. TERMINATION: This Lease shall terminate upon the sale or conveyance of the Leased Premises by the Lessor and the Improvements (hereinafter defined)by the Lessee to a Qualified Household(s) (hereinafter defined). Lessor may terminate this Lease upon 60 days written notice to Lessee if, in Lessor's reasonable determination, construction and/or rehabilitation of the Improvements is not proceeding in a manner that will produce completed, marketable Improvements by the end of the principal term of this Lease. 3.3. EXTENSION OF LEASE: The principal term of this Lease may be extended, subject to approval by the Lessor and the Lessee and subject to all the provisions of this Lease. If the Lessor determines to extend this Lease, then Lessor shall give Lessee written notice, stating the date of expiration of the Lease, describing any changes that Lessor intends to make to the terms of the Lease as permitted herein, and reiterating the conditions for renewal as set forth immediately below("the Expiration Notice"). Lessee's ability to extend this Lease is subject to the following conditions: (a)within ninety(90)days of receipt of the Expiration Notice, Lessee shall give Lessor written notice, irrevocably exercising the option to extend("the Extension Notice"); (b)the Lessor shall agree in writing to any extension; (c)this Lease shall be in effect at the time the Extension Notice is given and on the last day of the term; and (d) there shall not be an Event of Default(hereinafter defined)by Lessee under this Lease or under any loan documents between Lessee and any Permitted Mortgagee(hereinafter defined) at the time the Extension Notice is given and on the last day of the term. Lessee shall have the right to request a 120 day extension on the Leased Premises if Lessee has begun the construction of Improvements, as defined herein, or has completed the construction of Improvements and is in the process of marketing and selling such Improvements. Lessor may not reasonably delay the approval of such an extension. 3.4. CHANGE OF LESSOR AND LESSEE'S RIGHT TO PURCHASE: Except as described herein, in the event that ownership of the Land is conveyed or transferred(whether voluntarily or involuntarily)by Lessor to any other person or entity,this Lease shall not cease,but shall remain binding and unaffected. However, in the event Lessor desires or attempts to convey the Land to any person or entity other than a Qualified Household, nonprofit corporation, charitable trust, governmental agency or other similar entity sharing the Charitable Purpose described in the recitals above, the Lessee shall have a right of first refusal to purchase the Land subject to affordability restrictions and in accordance with any sale procedures required by TDHCA or the United States Department of Housing and Urban Development ("HUD") in respect to the NSP. Lessee hereby acknowledges that TDHCA may require that a land use restriction agreement pertaining to use of the Leased Premises by Qualified Households(the "TDHCA LURA")be recorded against the Land on or before the consummation of any such sale or conveyance. ARTICLE 4: Use of Leased Premises 4.1. RESIDENTIAL USE ONLY: Lessee shall use, and shall cause all contractors, consultants or other subcontracted parties to use,the Leased Premises for the purpose of constructing improvements in the form of residential housing units ("Improvements") for use by a Qualified Household and any incidental activities related to residential use that are currently permitted by applicable zoning law. 4.2. RESPONSIBLE USE AND COMPLIANCE WITH LAW: Lessee shall use its best efforts to use the Leased Premises in a manner so as not to cause actual harm to others or create any nuisances, public or private; and shall dispose of any and all waste in a safe and sanitary manner. Lessee shall maintain the Leased Premises and Improvements in good, safe, and habitable condition in all respects, except for normal wear and tear, in full compliance with all applicable laws and regulations, and in such condition as is required to maintain the insurance coverage required by section 9.4 of this Lease. 4.3. RESPONSIBLE FOR OTHERS: Lessee shall be responsible for the use of the Leased Premises by all contractors, consultants, other subcontracted parties and visitors and anyone else using the Leased Premises with their consent and shall make all such parties aware of the spirit, intent and appropriate terms of this Lease, as is reasonably necessary. 4.4. SUBLEASES: Lessee shall not sublease or lease any part of the Leased Premises. Any rents, fees or other forms of income collected by the Lessee either directly or indirectly from the use or permitted use of the Leased Premises must be forfeited to the Corporation and shall be determined part of the Ground Lease Fee, as defined in section 5 of this Lease. 4.5. CONSTRUCTION AND/OR REHABILITATION OF IMPROVEMENTS: The Local Partner must conduct and complete construction and/or rehabilitation of the Leased Premises within a reasonable time frame. Construction shall commence within 6 months of the Effective Date of this Lease. All construction and/or rehabilitation shall be completed pursuant to the requirements of the Corporation's ACT program policies, this Lease, and any and all provisions of the Memorandum of Understanding (the "MOU") between the Corporation and Local Partner, and in full compliance with all laws and regulations cited in the attached Exhibit C. 4.6. INSPECTION: Lessor, or TDHCA or its agents, may inspect any portion of the Leased Premises including the interior(s)of Lessee's Improvements, at any reasonable time, and in any reasonable manner, upon at least 48 hours oral or written notice to Lessee. In the event of emergency, Lessor may inspect any portion of the Leased Premises including the interior(s) of Lessee's Improvements without notice provided the Lessor shall have made reasonable efforts to give advance notice to Lessee. 4.7. MAINTENANCE AND REPAIRS: Lessee shall order and cause to have completed general maintenance of the Leased Premises. This includes regular mowing to avoid fees or fines, upkeep or repair of existing fences, and other maintenance or repairs necessary to maintain the Leased Premises in compliance with local codes or homeowners associations. Lessor shall reimburse the Lessee or pay the Lessee's service providers directly reasonable, necessary and customary charges for all general maintenance activities allowed under the NSP, provided the cost of such maintenance activities is documented according to the requirements of the NSP, and further provided that all such maintenance activities are undertaken in full compliance with all laws and regulations cited in the attached Exhibit C. Lessee must obtain Lessor's consent before ordering any maintenance that will be paid by the Lessor, and Lessor shall respond in a timely manner nor deny any reasonable requests. ARTICLE 5: Ground Lease Fee 5.1. GROUND LEASE FEE: A Ground Lease Fee of $1.00 will be due and payable to Lessor by Lessee annually beginning , 2020 and on of each year thereafter to secure the rights under this Agreement. If the Ground Lease Fee is not paid within 10 days of the due date, interest will accrue at the rate of five percent per annum. The requirement to make any annual payment of the Ground Lease Fee may be waived by Lessor if, in Lessor's sole determination, construction and/or rehabilitation of the Improvements is proceeding in a timely and acceptable manner. Lessor will notify Lessee in writing no later than 5 business days prior to the due date whether the Ground Lease Fee is due and payable or is being waived. If the Lessee has violated the terms and conditions of this Agreement by earning a financial benefit from a Sub-Lease or other agreement with a third party for the use of the Leased Premises, the Lessee shall pay an amount equal to the financial benefit earned to the Lessor as an additional Ground Lease Fee within 10 days of the Lessor's request. ARTICLE 6: Taxes and Assessments 6.1. TAXES AND ASSESSMENTS: Lessee shall be responsible for payment of all taxes and governmental assessments, if any, that relate to the Improvements and it leasehold interest in the Leased Premises. Lessee shall also pay directly, when due, all other service bills, utility charges, or other governmental assessments charged against the Leased Premises. Lessor is exempt from paying any taxes or assessments on its fee simple interest in the Land to the State of Texas or any political subdivision thereof; however, the Lessee's leasehold interest in the Land and ownership interest in the Improvements may be subject to taxation and/or assessment. Lessor shall reimburse Lessee for costs incurred for such taxes and assessments to the extent such reimbursement is allowed by the NSP and is in compliance with all laws and regulations cited in the attached Exhibit C. 6.2. TAXES ON LEASED PREMISES: In the event that the local taxing authority bills Lessor for the taxes on any and all Personal Property of the Lessee or Improvements constructed or rehabilitated by the Lessee on the Leased Premises, Lessor shall pass the responsibility for this expense to Lessee and Lessee shall promptly pay this bill. 6.3. LESSEE'S RIGHT TO CONTEST: Lessee shall have the right to contest the amount or validity of any taxes relating to the Improvements and Leased Premises. Lessor shall, upon written request by Lessee,join in any such proceedings if Lessee reasonably determines that it is necessary or convenient for Lessor to do so. All other costs and expenses of such proceedings shall be paid by Lessee. 6.4. PAYMENTS IN EVENT OF DELINQUENCY: In the event that Lessee fails to pay the taxes or other charges specified in section 6.1 above, Lessor may increase, but shall not be obligated to increase, Lessee's Ground Lease Fee in an amount that will offset the cost of any delinquent and current taxes or other charges relating to the Improvements and Leased Premises. Upon collecting any such amount, Lessor shall pay the amount collected to the taxing authority in a timely manner. 6.5. PROOF OF COMPLIANCE: Concurrently with the payment of any taxes, assessments, and charges required or permitted by the provisions of this Lease, each party shall furnish evidence satisfactory to the other documenting the payment. A photocopy of a receipt for such charges showing payment prior to the due date shall be the usual method of furnishing such evidence. ARTICLE 7: Improvements 7.1. OWNERSHIP: It is agreed that all buildings, structures, fixtures, and other Improvements purchased by the Lessee or constructed or placed by the Lessee on any part of the Leased Premises at any time during the term of this Lease (the "Improvements") shall be property of the Lessee. Title to such Improvements shall be and remain vested in the Lessee, provided,however, Lessee's exercise of the rights of ownership is subject to the provisions of this Lease, including but not limited to provisions regarding the disposition of Improvements by the Lessee and ownership of Improvements after termination of this Lease. Lessee agrees that Lessee will not sever or move the Improvements from the Land. 7.2. CONSTRUCTION REHABILITATION AND ALTERATION: Any construction in connection with an existing or new Improvement is subject to the following conditions: (a) all costs shall be borne and paid for by the Lessee; (b) all construction shall be performed in a worker-like manner and shall comply with all applicable laws and regulations and policies of the Lessor; (c) all construction or rehabilitation shall be consistent with the permitted uses set forth in Article 4; (d)the exterior(including height) of such Improvements shall not be increased or expanded and new Improvements shall not be constructed without the prior written consent of Lessor,who, however, shall not unreasonably withhold such consent; and(e) Lessee shall furnish to Lessor a copy of any plans and all building permits for such construction prior to commencing construction. 7.3. PROHIBITION OF LIENS: No lien of any type shall attach to the Lessor's title to the Land or to Lessor's interest in the Leased Premises or to any other property owned by the Lessor without Lessor's prior written consent,which consent may be withheld in Lessor's sole discretion. Lessee shall not permit any statutory or similar lien to be filed against the Leased Premises, the Improvements, or any interest of Lessor or Lessee that remains more than sixty(60) days after it has been filed. Lessee shall cause any such lien to be discharged of record by payment, deposit,bond, order of a court of competent jurisdiction, or as otherwise permitted by law. If Lessee fails to cause such lien to be discharged within such 60 day period, then, in addition to any other right or remedy, Lessor may,but shall not be obligated to, discharge the lien by paying the amount in question. Lessee may, at Lessee's expense, contest the validity of any such asserted lien,provided Lessee has furnished a bond in an amount sufficient to release the Leased Premises from such lien. Any amounts paid by Lessor to discharge such liens shall be deemed to be an additional Ground Lease Fee payable by Lessee upon demand. 7.4. MAINTENANCE AND SERVICES: Lessee shall maintain the Leased Premises and all Improvements as required by sections 4.2 and 4.7 above. Lessor shall not be required to furnish any services or facilities, including but not limited to heat, electricity, air conditioning, or water, or to make any repairs to the Leased Premises or Improvements, and Lessee hereby assumes the sole responsibility for furnishing all services or facilities. 7.5. DISPOSITION OF IMPROVEMENTS UPON EXPIRATION OF LEASE TERM: Upon the expiration of the term of this Lease as such term may be extended or sooner terminated in accordance with this Lease, other than by sale to a Qualified Household, Lessee shall surrender the Improvements together with the Leased Premises to the Lessor. Ownership of the Improvements shall thereupon revert to Lessor. ARTICLE 8: Financing 8.1. PERMITTED MORTGAGE: Lessee may mortgage the Leased Premises only with the written consent of Lessor, as such consent is permitted or required by this section.Not less than thirty (30)days prior to the date on which Lessee requests Lessor's consent to a mortgage to be effective, Lessee shall furnish to Lessor copies of every document to be executed in connection with the transaction represented by such mortgage. Lessor may choose to consent to any mortgage, and in so doing shall designate such mortgage as a"Permitted Mortgage."However, Lessor shall be required to consent to a mortgage only if(a)at the time such copies of documents are submitted and at the time proposed by Lessee(or prospective Lessee) for the execution of such documents, no default is then outstanding; and(b)the mortgage so submitted is a Standard Permitted Mortgage as defined in the attached Exhibit B. Lessee shall pay to Lessor at Lessor's option, as additional Ground Lease Fee, all reasonable fees, costs, and expenses, including, without limitation, reasonable attorneys' fees, incurred by Lessor in connection with any Permitted Mortgage. 8.2. RIGHTS OF PERMITTED MORTGAGEE: Any holder of a Permitted Mortgage("Permitted Mortgagee") shall without requirement of consent by the Lessor have the rights identified and defined in the attached Exhibit B. 8.3. LESSOR'S RIGHT TO PROCEEDS IN EXCESS OF PURCHASE OPTION PRICE: The parties recognize that it would be contrary to the fundamental concept of this agreement and an incentive to abuse Developer's authorization to encumber its leasehold interest with a Permitted Mortgage if Developer could realize more than the Purchase Option Price as the result of any foreclosure of any mortgage. Accordingly, Developer hereby irrevocably assigns to Lessor any and all net proceeds of sale of the Improvements remaining after payment of costs of foreclosure and satisfaction of the lien of any Permitted Mortgagee which would otherwise have been payable to Developer, to the extent such net proceeds exceed the net proceeds that Developer would have received had the property been sold for the Purchase Option Price established in Article 10 of this Lease, and authorizes and instructs the Permitted Mortgagee or any party conducting any sale to pay the amount of said excess proceeds directly to Lessor. In the event that, for any reason, such excess proceeds are paid to Developer, Developer hereby agrees to promptly pay the amount of such excess proceeds to Lessor. 8.4. AMENDMENTS SUBJECT TO APPROVAL BY PERMITTED MORTGAGEE: Any amendments to this Lease shall be subject to the reasonable written approval of Permitted Mortgagee, which approval shall not be unreasonably withheld or delayed. The passage of thirty(30) days after submittal to Permitted Mortgagee of a proposed amendment without approval or disapproval by Permitted Mortgagee shall be deemed approval thereof. ARTICLE 9: LIABILITY, INSURANCE,DAMAGE AND DESTRUCTION, EMINENT DOMAIN 9.1. LESSEE'S LIABILITY: Lessee assumes sole responsibility and liability to all persons and authorities related to its possession, occupancy, and use of the Leased Premises. 9.2. INDEMNIFICATION OF LESSOR: To the fullest extent allowable under the laws, Lessee releases and will indemnify, protect, defend(with counsel reasonably acceptable to Lessor) and hold harmless Lessor and Lessor's officers, directors, employees, agents and contractors, and TDHCA and its officers, directors, employees, agents and contractors, from and against any and all claims, actions, demands, liabilities, damages, costs, penalties, forfeitures, losses or expenses (including, without limitation, reasonable attorneys' fees and the costs and expenses of enforcing any obligation under this Lease), arising from (a) any use of the Leased Premises or Land by Lessee that violates the terms of this Lease; (b) any breach or default by Lessee in the performance of any of Lessee's covenants or agreements in this Lease; (c) any gross negligence or willful misconduct of Lessee; (d) any accident, injury, occurrence or damage in or to the Leased Premises or Land; and (e) to the extent caused by Lessee, any accident, injury, occurrence or damage in, on, about or to the Land. The obligations of Lessee under this Section 9.2 survive the expiration or earlier termination of this Lease. 9.3. PAYMENT BY LESSOR: In the event the Lessor shall be required to pay any sum that is the Lessee's responsibility or liability, the Lessee shall reimburse the Lessor for such payment and for reasonable expenses caused thereby. 9.4. INSURANCE: Lessee shall, at Lessee's sole expense, keep all Improvements continuously insured against loss or damage by fire and the extended coverage hazards for the full replacement value of such Improvements. Lessee shall, at Lessee's sole expense, maintain continuously in effect liability insurance covering the Leased Premises and Improvements in the amounts of not less than FIVE HUNDRED THOUSAND dollars ($500,000) for injury to or death of any one person; and ONE MILLION dollars ($1,000,000) for injury to or death of any number of persons in one occurrence; and FIVE HUNDRED THOUSAND dollars ($500,000) for property damage. The dollar amounts of this coverage shall be adjusted at two-year intervals, beginning on the date this Lease is signed, or upon Lessor's demand given not more often than annually, upon 30 days' notice to Lessee. This adjustment shall be equal to the percentage of change (positive or negative), over the period in question, of the Consumer Price Index for urban wage earners and clerical workers for the urban area in which the Leased Premises are located, or, if none, for urban areas the size of 100,000, or such other index as reasonably measures adjustments in coverage amounts for the applicable type of insurance. Such index is maintained by the Office of Prices and Living Conditions of the Bureau of Labor Statistics, of the U.S. Department of Labor. Such insurance shall specifically insure Lessee against all liability assumed under this Lease, as well as all liability imposed by law, and shall also insure Lessor and TDHCA as additional insured parties so as to create the same liability on the part of insurer as though separate policies had been written for Lessor, TDHCA and Lessee. Lessee shall provide Lessor with copies of all policies and renewals of policies. All policies shall also (i) include Lessor as an additional insured and (ii) contain endorsements providing that they shall not be cancelled,reduced in amount or coverage or otherwise modified by the insurance carrier involved without at least thirty (30)days' prior written notice to Lessor. Lessor shall be entitled to participate in the settlement or adjustment of any losses covered by such policies of insurance. 9.5. DAMAGE OR DESTRUCTION: Except as provided below, in the event of fire or other damage to the Improvements, Lessee shall take all steps necessary to ensure the repair of such damage and the restoration of the Improvements to their condition immediately prior to the damage. All such repairs and restoration shall be completed as promptly as possible. Lessee shall also promptly take all steps necessary to ensure that the Leased Premises are safe and that the damaged Improvements do not constitute a danger to persons or property. If Lessee, using reasonable judgment and relying on professional estimates, determines either(a) that full repair and restoration is physically impossible, or(b)that the available insurance proceeds will pay for less than eighty percent(80%) of the cost of repair and restoration (provided Lessee has fulfilled all the hazard insurance requirements set forth in section 9.4 above),then Lessee may terminate this Lease by written notice to Lessor given not later than sixty(60) days after the event that caused the damage. However, such termination shall not be effective until forty-five (45)days after the date upon which the notice is received by Lessor. During this 45 day period Lessor may seek an adjustment from the insurer so as to increase the available insurance proceeds to an amount covering at least 80 percent of the cost of repair and restoration. If successful in securing such adjustment, Lessor may render Lessee's termination notice null and void by written notice to Lessee within such 45 day period. If Lessor fails to nullify the termination notice in this way, then this Lease shall terminate at the expiration of the 45 day period, and any insurance proceeds payable to Lessee on account of such damage shall be paid as provided below. The insurance proceeds shall be paid first to cover any expenses of collecting the proceeds. Remaining proceeds shall be paid to the Lessee(or its Permitted Mortgagee to the extent required by the Permitted Mortgage)up to the then applicable Lessor's Purchase Option Price (as of immediately prior to the damage) calculated according to the provisions of Article 10 below. The balance of such proceeds, if any, shall be paid to Lessor and to TDHCA to the extent of its interest. 9.6. EMINENT DOMAIN AND PUBLIC DEDICATION: In the event of a taking of the Leased Premises,to such extent that the Improvements are lost or damaged beyond repair,by reason of eminent domain or other action of public authority prior to the expiration of this Lease, as determined by Lessor, the Lease shall terminate as of the date Lessee is required to give up possession of the Leased Premises or Improvements, and the entire amount of any award(s)paid shall be allocated in the way described in section 9.5 above for insurance proceeds. In the event of a taking of a portion of the Leased Premises that does not result in damage to the Improvements or substantial reduction in the usefulness or desirability of the Improvements for residential purposes, then any monetary compensation for such taking shall be allocated entirely to Lessor and Lessor will proportionately abate, as necessary, the Ground Lease Fee to take into consideration any portion of the Leased Premises that has been lost or materially damaged by reason of eminent domain or other action of public authority and may no longer be used by Lessee for the purposes provided under this Lease. ARTICLE 10: TRANSFER, SALE, OR DISPOSITION OF IMPROVEMENTS 10.1. INTENT: It is the understanding of the parties that the terms of this Lease, and in particular of this Article 10, are intended to preserve the affordability of the Improvements for Qualified Households and expand access to homeownership opportunities for such households. 10.2. TRANSFER TO QUALIFIED HOUSEHOLD: Lessee may transfer its interest in the Leased Premises and the Improvements (the"Offered Property")only to a Qualified Household as defined below or otherwise only as explicitly permitted by the provisions of this Article 10. All such transfers shall be subject to Lessor's review and approval. As a condition to any sale to a Qualified Household, Lessee must provide adequate certification in form promulgated by TDHCA evidencing the purchaser qualifies as a Qualified Household. Lessor will notify Lessee within 10 days of receipt of all such required documentation whether the prospective buyer is approved as a Qualified Household. Lessor and Lessee hereby agree to cooperate to facilitate the sale of the Offered Property as provided by this Lease, including providing such Power of Attorney as may be necessary to accomplish a transfer to a Qualified Household. Upon the consummation of the sale of the interest of Lessee in the Improvements and of Lessor in the Land to a third party, this Lease shall terminate. Any purported transfer done without following the procedures set forth below, except in the case of a transfer to a Permitted Mortgagee in lieu of foreclosure, shall be null and void. A"Qualified Household" shall mean a person or group of persons whose household income does not exceed One Hundred and Twenty percent(120%) of the median household income for the county in which the Leased Premises is located as calculated and adjusted for household size from time to time by HUD or any successor(the"AMFI"). 10.3. LESSEE'S NOTICE OF INTENT TO SELL: In the event that Lessee desires to transfer its interest in the Leased Premises and sell the Improvements, Lessee shall notify Lessor, in writing, of such desire(the "Intent-to-Sell Notice"). 10.4. APPRAISAL: No later than ten (10) days after Lessee gives Intent-To- Sell Notice to Lessor, a market valuation of the Offered Property ("the Appraisal") shall be commissioned to be performed by a mutually acceptable and duly licensed appraiser. Lessee shall commission and pay the cost of such Appraisal. The Appraisal shall be conducted by analysis and comparison of comparable properties as though title to Offered Property were held in fee simple absolute, disregarding the restrictions of this Lease on the use of the Land and the transfer of the Improvements. The Appraisal shall state the values contributed by the Land and by the Improvement as separate amounts. Copies of the Appraisal are to be provided to both Lessor and Lessee. 10.5. LESSOR'S POWER OF ATTORNEY TO CONDUCT SALE: In the event Lessee continues to hold the Offered Property out for sale but is unable to locate a buyer and execute a binding purchase and sale agreement within one(1) year of the giving of the Intent-to-Sell Notice, Lessee does hereby appoint Lessor its attorney in fact to seek a buyer, negotiate a reasonable price that furthers the goals set forth in this Lease, sell the property, and distribute proceeds of sale, minus Lessor's costs of sale and reletting and any other sums owed Lessor by Lessee. 10.6. PURCHASE PRICE: In no event may the Offered Property be sold for a price that exceeds the lesser of(a)the value of the Land and Improvements as determined by the Appraisal commissioned and conducted as provided in 10.4 above (the"Appraised Value") or(b) the price calculated in accordance with Section 10.7 below. 10.7. FIXED PRICE CONTRACT: Pursuant to the contract entered into on by Lessor and Developer("the Fixed Price Contract"), the Developer shall receive from the gross proceeds at sale of the Leased Premises an amount equal to the agreed upon amount in the Fixed Price Contract, as allowable under the TDHCA Neighborhood Stabilization program guidelines. ARTICLE 11:ASSIGNMENT AND SUBLEASE Except as otherwise provided in Article 8 (including Exhibit B) and Article 10, Lessee may only assign, sublease, sell, or otherwise convey any of Lessee's rights under this Lease to a Qualified Household pursuant to this Lease unless Lessee otherwise receives the prior written consent of the Lessor, which consent may be withheld by Lessor in Lessor's sole discretion. Any such assignment or sublease shall be subject to all the terms of this Lease. Further, only Improvements that have been completed and are deemed suitable for residential occupancy may be subleased; vacant land and incomplete Improvements may not be subleased. ARTICLE 12: Default 12.1. MONETARY DEFAULT BY LESSEE: It shall be an event of default if Lessee fails to pay the Ground Lease Fee or other charges required by the terms of this Lease, including without limitation, the failure to pay taxes and assessments when due as provided in Article 6, and such failure is not cured by Lessee or a Permitted Mortgagee within ten(10) days after notice of such failure is given by Lessor to Lessee and Permitted Mortgagee. However, if Lessee shall make a good faith partial payment of at least two thirds (2/3) of the amount owed during such initial 10 day period, then such period shall be extended one additional 10 day period. 12.2. NONMONETARY DEFAULT BY LESSEE: It shall be an event of default if Lessee fails to abide by any other material term or condition in this Lease, including but not limited to the occupancy and rent requirements in Articles 4, 10 and 11 related to Qualified Households, and such failure is not cured by Lessee or a Permitted Mortgagee within sixty(60) days after notice of such failure is given by Lessor to Lessee and Permitted Mortgagee. However, in the case where the Lessee or Permitted Mortgagee has commenced to cure such default within such 60 day period and is continuing such cure with all due diligence but cannot by the exercise of due diligence cure such default within such period, such period shall be extended for such additional period as may be reasonably required under the circumstances to complete such cure. 12.3. DEFAULT BY LESSEE RESULTING FROM JUDICIAL PROCESS: It shall be an event of default if the estate hereby created is taken on execution or by other process of law, or if Lessee is judicially declared bankrupt or insolvent according to law, or if any assignment is made of the property of Lessee for the benefit of creditors, or if a receiver, trustee in involuntary bankruptcy or other similar officer is appointed to take charge of any substantial part of Lessee's property by a court of competent jurisdiction, or if a petition is filed for the reorganization of Lessee under any provisions of the Bankruptcy Act now or hereafter enacted, of if Lessee files a petition for such reorganization, or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for payment of debts. 12.4. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN INSURANCE: It shall be an event of default under this Lease if Lessee fails to maintain, at any time,the insurance required under Section 9.4 of this Lease. 12.5. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN ZONING: It shall be an event of default under this Lease if Lessee affirmatively changes or consents to a change in the zoning classification of the Leased Premises to any classification other than a classification that allows residential use as required under Section 4.1 of this Lease. 12.6. TERMINATION: In the case of any of the events of default described above, Lessor may terminate Lessee's right to possess the Leased Premises by any lawful means with or without terminating this Lease, in which event Lessee will immediately surrender possession of the Leased Premises to Lessor. In such event, this Lease continues in full force and effect (except for Lessee's right to possess the Leased Premises) and Lessee continues to be obligated for and must pay all rent and other amounts as and when due under this Lease. Unless Lessor specifically states that it is terminating this Lease, Lessor's termination of Lessee's right to possess the Premises is not to be construed as an election by Lessor to terminate this Lease or Lessee's obligations and liabilities under this Lease. In addition, Lessor may elect to terminate this Lease and initiate summary proceedings against Lessee. Pursuant to such proceedings, without demand or notice, Lessor may enter any part of the Leased Premises and repossess the entire Leased Premises, and expel Lessee and those claiming rights through Lessee and remove their effects without being guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant. If this Lease is terminated by Lessor, or if Lessor reenters the Leased Premises pursuant to an Event of Default,the Lessee agrees to pay and be liable for any unpaid Ground Lease Fee, damages which may be due or sustained prior to or in connection with such termination or reentry, and all reasonable costs, fees and expenses(including, without limitation,reasonable attorneys' fees) incurred by Lessor in pursuit of its remedies under this Lease. Upon any termination subject to this Section 12.7, Lessor shall attorn to any sub-lease agreement between Lessee and a Qualified Household and shall recognize such sub-lease agreement as a direct lease between Lessor and such Qualified Household,provided that the Qualified Household is not in default of its obligations under the sub-lease agreement. If Lessor elects to terminate the Lease, then the Permitted Mortgagee shall have the right(subject to Article 8 above)to postpone and extend the specified date for the termination of the Lease for a period sufficient to enable the Permitted Mortgagee or its designee to acquire Lessee's interest in the Leased Premises by foreclosure of its mortgage or otherwise. 12.7. REMEDIES: In the case of any of the events of default described above, lessor may pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state in which the Leased Premises is located. All rights and remedies of Lessor under this lease are cumulative and the exercise of any one or more remedies at any time or from time to time does not limit or preclude the further exercise by Lessor of the same or any other rights or remedies at any time or from time to time. 12.8. DEFAULT BY LESSOR: Lessor shall in no event be in default in the performance of any of its obligations under the Lease unless and until Lessor has failed to perform such obligations within sixty(60)days, or such additional time as is reasonably required to correct any default, after notice by Lessee to Lessor properly specifying Lessor's failure to perform any such obligation. 12.9. NO WAIVER: No failure by either Lessor or Lessee to insist upon the performance of any provision of this Lease or to exercise any right or remedy upon a breach or default hereof constitutes a waiver of any such breach or default. Any such waiver may be made only by a writing signed by the party providing the waiver. One or more waivers by a party is not to be construed as a waiver by that party of a subsequent breach or default of the same provision. ARTICLE 13: WAIVER OF JURY TRIAL 13.1. WAIVER OF JURY TRIAL: The parties hereto waive trial by jury in respect of any such "dispute" and any action on such "dispute." This waiver is knowingly, willingly and voluntarily made by the parties hereto, and the parties hereto hereby represent that no representations of fact or opinion have been made by any person or entity to induce this waiver of trial by jury or to in any way modify or nullify its effect. This provision is a material inducement for the parties entering into this lease. The parties hereto are each hereby authorized to file a copy of this section in any proceeding as conclusive evidence of this waiver of jury trial. Each party hereto further represents and warrants that it has been represented in the signing of this lease and in the making of this waiver by independent legal counsel, or has had the opportunity to be represented by independent legal counsel selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel. ARTICLE 14: General Provisions 14.1. NOTICES: Whenever this Lease requires either party to give notice to the other, the notice shall be given in writing and delivered in person or mailed,by certified or registered mail,return receipt requested, to the party at the address set forth below, or such other address designated by like written notice: City of Port Arthur 444 4th Street Attn: Office of City Manager Port Arthur, Texas 77640 Tender Loving Care Center for Children dba Legacy, CDC Attn: Vivian Ballou, Executive Director 3025 Plaza Circle Port Arthur,Texas 77642 All notices, demands and requests shall be effective upon being deposited in the United States Mail or, in the case of personal delivery, upon actual receipt. 14.2. NO BROKERAGE: Lessee and Lessor warrant that neither has dealt with any broker other than n/a in connection with the consummation of this Lease, and in the event any claim is made against Lessor relative to dealings with brokers other than n/a, Lessee shall defend the claim against Lessor with counsel of Lessor's selection and save harmless and indemnify Lessor on account of loss, cost or damage which may arise by reason of any such claim. 14.3. SEVERABILITY AND DURATION OF: If any term or provision of this Agreement or the application thereof to any party hereto or circumstance shall to any extent provision to any party hereto or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 14.4. WAIVER: The waiver by Lessor at any given time of any term or condition of this Lease, or the failure of Lessor to take action with respect to any breach of any such term or condition, shall not be deemed to be a waiver of such term or condition with regard to any subsequent breach of such term or condition, or of any other term or condition of the Lease. Lessor may grant waivers in the terms of this Lease,but such waivers must be in writing and signed by Lessor before being effective. The subsequent acceptance of Ground Lease Fee payments by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term or condition of this Lease, other than the failure of the Lessee to pay the particular Ground Lease Fee so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such Ground Lease Fee payment. 14.5. LESSOR'S RIGHT TO PROSECUTE OR DEFEND: Lessor shall have the right, but shall be under no obligation, to prosecute or defend, in its own or the Lessee's name, any actions or proceedings appropriate to the protection of its title to, and Lessee's interest in, the Leased Premises. Whenever requested by Lessor, Lessee shall give Lessor all reasonable aid in any such action or proceeding. CONSTRUCTION: Whenever in this Lease a pronoun is used it shall be construed to represent either the singular or the plural, masculine or feminine, as the case shall demand. 14.6. CAPTIONS AND TABLE OF CONTENTS: The captions and table of contents appearing in this Lease are for convenience only, and are not a part of this Lease and do not in any way limit or amplify the terms or conditions of this Lease. 14.7. PARTIES BOUND: This Lease sets forth the entire agreement between Lessor and Lessee with respect to the leasing of the Land; it is binding upon and inures to the benefit of these parties and, in accordance with the provisions of this Lease, their respective successors in interest. This Lease may be altered or amended only by written notice executed by Lessor and Lessee or their legal representatives or, in accordance with the provisions of this Lease, their successors in interest. 14.8. GOVERNING LAW: This Lease shall be interpreted in accordance with and governed by the laws of State of Texas. The language in all parts of this Lease shall be, in all cases, construed according to its fair meaning and not strictly for or against Lessor or Lessee. 14.9. RECORDING: The parties agree, as an alternative to the recordation of this Lease, to execute a so called Notice of Lease or Short Form Lease in form recordable and complying with applicable law and reasonably satisfactory to Lessor's attorneys. In no event shall such document set forth the rent or other charges payable by Lessee under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease, and is not intended to vary the terms and conditions of this Lease. 14.10. LESSOR's Limited Liability: Lessee will look solely to Lessor's interest in the Land for recovering any judgment or collecting any obligation from Lessor or any other Lessor Party. Lessee agrees that neither Lessor nor any other Lessor Party will be personally liable for any judgment or deficiency decree. In no event is Lessor or any Lessor Party liable to lessee or any other person for consequential, indirect, special or punitive damages. SIGNATURES ON NEXT PAGE Signed and Agreed to on the day of , 2020. CITY OF PORT ARTHUR By: Ron Burton, City Manager ATTEST: Sherri Bellard, City Secretary Agreed To By: Tender Loving Care Center for Children d/b/a Legacy Community Development Corporation Vivian Ballou, Executive Director EXHIBIT A: LEGAL DESCRIPTION Legal Description: LOT 8 BLOCK 84, City of Port Arthur EXHIBIT B: PERMITTED MORTGAGES The provisions set forth in this Exhibit shall be understood to be provisions of Article 8 of the Lease to which the Exhibit is attached and in which the Exhibit is referenced. All terminology used in this Exhibit shall have the meaning assigned to it in the Lease. A. STANDARD PERMITTED MORTGAGE: A "Standard Permitted Mortgage," as identified in section 8.1 of the Lease to which this Exhibit is attached, shall be a mortgage that meets the following requirements. Such Mortgage shall run in favor of either (a) a so called institutional lender such as, but not limited to, a federal, state, or local housing finance agency, a bank (including savings and loan association or insured credit union), an insurance company, a pension and/or profit sharing fund or trust, or any combination of the foregoing, the policies and procedures of which institutional lender are subject to direct governmental supervision, or (b) a "community development financial institution" as certified by the U.S. Department of the Treasury, or similar nonprofit lender to housing projects for low and moderate income persons. Such Mortgage shall be a first lien on all or any of the Improvements and the Lessee's interest in the Leased Premises(the"Security"). Such Mortgage and related documentation shall provide, among other things, that in the event of a default in any of the mortgagor's obligations thereunder, the holder of such Mortgage shall notify Lessor and TDHCA of such fact and Lessor shall have the right (but shall not have the obligation) within 120 days after its receipt of such notice, to cure such default in the mortgagor's name and on mortgagor's behalf, provided that payments that become due to the holder during such 120 day period (or such lesser time period as may have been required to cure such default) are made to the holder, and shall further provide that said holder shall not have the right, unless such default shall not have been cured within such time, to accelerate the note secured by such Mortgage or to commence to foreclose under the Mortgage on account of such default. Such Mortgage and related documentation shall provide, among other things, that if after such cure period the holder intends to accelerate the note secured by such Mortgage or initiate foreclosure proceedings under the Mortgage, in accordance with the provisions of this Lease, the holder shall first notify Lessor and TDHCA of its intention to do so and Lessor shall have the right, but not the obligation, upon notifying the holder within thirty (30) days of receipt of said notice from said holder, to pay off the indebtedness secured by such Mortgage and to acquire such Mortgage. Such Mortgage and related documentation shall provide, among other things, that, in the event of foreclosure sale by a Permitted Mortgagee or the delivery of a deed to a Permitted Mortgagee in lieu of foreclosure, upon acquisition of title to the Improvements and the Lessee's interest in the Leased Premises by the Permitted Mortgagee, the Permitted Mortgagee shall give the Lessor written notice of such acquisition and the Lessor shall have an option to purchase the Improvements and acquire the Lessee's interest in the Leased Premises from the Permitted Mortgagee for the full amount owing to the Permitted Mortgagee under the Permitted Mortgage; provided, however, that the Lessor gives written notice to the Permitted Mortgagee of the Lessor's intent to purchase the Improvements and acquire the Lessee's interest in the Leased Premises within thirty (30) days following the Lessor's receipt of the Permitted Mortgagee's notice of such acquisition of the Improvements and Lessee's interest; further provided that Lessor shall complete the purchase of the Improvements and acquisition of Lessee's interest in the Leased Premises within sixty (60) days of having given written notice of its intent to purchase; and provided that, if the Lessor does not complete the purchase within such period, the Permitted Mortgagee shall be free to sell the Improvements and transfer the Lessee's interest in the Leased Premises to another person. Such Mortgage and related documentation shall not contain any provisions other than provisions generally contained in mortgages used for similar transactions in the State of Texas by institutional mortgagees. Such Mortgage and related documentation shall not contain any provisions which could be construed as rendering Lessor or any subsequent holder of the Lessor's interest in and to this Lease, or their respective heirs, executors, successors or assigns, personally liable for the payment of the debt evidenced by such note and such Mortgage or any part thereof. Such Mortgage and related documentation shall contain provisions to the effect that the holder of such Mortgage shall not look to Lessor or Lessor's interest in the Leased Premises, but will look solely to Lessee, Lessee's interest in the Leased Premises, the Improvements, or such other buildings and improvements which may from time to time exist on the Leased Premises, for the payment of the debt secured thereby or any part thereof(it is the intention of the parties hereto that Lessor's consent to such Mortgage shall be without any liability on the part of Lessor for any deficiency judgment or any acts or omissions of Lessee under the Mortgage). Such Mortgage and related documentation shall provide that in the event any part of the Security is taken in condemnation or by right of eminent domain, the proceeds of the award shall be paid over to the holder of the Mortgage in accordance with the provisions of Article 9 hereof. Such Mortgage and related documentation shall contain nothing that obligates Lessor to execute an assignment of the Ground Lease Fee or other rent payable by Lessee under the terms of this Lease. B. RIGHTS OF PERMITTED MORTGAGEE: The rights of a holder of a Permitted Mortgage ("Permitted Mortgagee") as referenced under section 8.2 of the Lease to which this Exhibit is attached shall be as set forth below. 1. Permitted Mortgagee shall without requirement of consent by the Lessor have the right, but not the obligation, to: (i) cure any default under this Lease, and perform any obligation required under this Lease within the same time frame as provided to Lessee or within 30 days whichever is greater, such cure or performance by a Permitted Mortgagee being effective as if it had been undertaken and performed by Lessee; (ii) acquire and convey, assign, transfer, and exercise any right, remedy or privilege granted to Lessee by this Lease or otherwise by law, subject to the provisions, if any, in said Permitted Mortgage, which may limit any exercise of any such right, remedy or privilege; and (iii) rely upon and enforce any provisions of the Lease to the extent that such provisions are for the benefit of Permitted Mortgagee. 2. Permitted Mortgagee shall not, as a condition to the exercise of its rights under the Lease, be required to assume personal liability for the payment and performance of the obligations of the Lessee under the Lease. Any such payment or performance or other act by Permitted Mortgagee under the Lease shall not be construed as an agreement by Permitted Mortgagee to assume such personal liability except to the extent Permitted Mortgagee actually takes possession of the Security. In the event Permitted Mortgagee does take possession of the Security and thereupon transfers the Security, any such transferee shall be required to enter into a written agreement assuming such personal liability and upon any such assumption the Permitted Mortgagee shall automatically be released from personal liability under the Lease. 3. In the event that title to the estates of both Lessor and Lessee shall be acquired at any time by the same person or persons, no merger of these estates shall occur without the prior written declaration of merger by Permitted Mortgagee, so long as Permitted Mortgagee owns any interest in the Security or in a Permitted Mortgage. In the event that the estate of Lessor is owned at any time by Lessee (regardless of a merger), or by any person in which Lessee has a direct or indirect interest, Permitted Mortgagee shall not be obligated to cure any default of Lessee under the Lease as condition to the forbearance by Lessor in the exercise of Lessor's remedies as provided in the Lease. 4. If the Lease is terminated for any reason, or in the event of the rejection or disaffirmance of the Lease pursuant to bankruptcy law or other law affecting creditors' rights, Lessor shall enter into a new lease of the Leased Premises with the Permitted Mortgagee (or with any party designated by the Permitted Mortgagee, subject to Lessor's approval, which approval shall not be unreasonably withheld), not more than thirty (30) days after the request of the Permitted Mortgagee. Such lease shall be for the remainder of the term of the Lease, effective as of the date of such termination, rejection, or disaffirmance, and upon all the terms and provisions contained in the Lease. However, the Permitted Mortgagee shall make a written request to Lessor for such new lease within sixty(60) days after the effective date of such termination,rejection, or disaffirmance, as the case may be. Such written request shall be accompanied by a copy of such new lease, duly executed and acknowledged by the Permitted Mortgagee or the party designated by the Permitted Mortgagee to be the Lessee thereunder, and the Permitted Mortgagee shall have cured all defaults under the Lease which can be cured by the payment of money. Any new lease made pursuant to this section shall have the same priority with respect to other interests in the Premises as the Lease. The provisions of this section shall survive the termination, rejection, or disaffirmance of the Lease and shall continue in full effect thereafter to the same extent as if this section were independent and an independent contract made by Lessor, Lessee, and the Permitted Mortgagee. 5. The Lessor shall have no right to terminate the Lease during such time as the Permitted Mortgagee has commenced foreclosure in accordance with the provisions of the Lease and is diligently pursuing the same. 6. In the event that Lessor sends a notice of default under the Lease to Lessee, Lessor shall also send a notice of Lessee's default to Permitted Mortgagee. Such notice shall be given in the manner set forth in section 14.2 of the Lease to the Permitted Mortgagee at the address that has been given to Lessor by the Permitted Mortgagee by written notice sent in the manner set forth in section 14.2 of the Lease. EXHIBIT C: SUMMARY OF LEGAL AND REGULATORY CITATIONS 1. Section 2301(b) of the Housing and Economic Recovery Act of 2008 (Pub. L 110-289, approved July 30, 2008) 2. Community Development Block Grant federal regulations (24 C.F.R. Part 570), as applicable; 3. HOME Investment Partnerships Program federal regulations (24 C.F.R. Part 92), as applicable; 4. Chapter; 24 C.F.R. Part 58 for environmental clearance requirements; 5. 24 C.F.R. Parts 84 and 85, as applicable, for such issues as procurement and conflict of interest; 6. Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. §1701u) and implementing regulations at 24 C.F.R. Part135; 7. relocation assistance provisions at 42 U.S.0 §5304 (d) and 24 C.F.R. Part 42, (as amended by HERA); 8. lead based paint procedures (24 C.F.R. Part 35, subparts A, B, J, K, and R); 9. 24 C.F.R. Parts 100-115 for fair housing; 10. Chapter 2306 of the Texas Government Code; 11. Title 10, Chapter 20 of the Texas Administrative Code 12. Title 10, Chapter 29 of the Texas Administrative Code,Texas Single Family NSP Rule; 13. Title 10, Chapters 1 and 60 of the Texas Administrative Code; 14. the Texas NSP1 Notice of Funding Availability; 15. the NSP technical manual; and; training materials and other publications of the Texas NSP EXHIBIT "B " Overview of Ground Lease for the Affordable Communities of Texas Neighborhood Stabilization Program 1021 Rev Ransom Howard Street, Port Arthur, Texas The following information and overview is being provided as a guide to understanding the purpose and use of the ground lease.If you have any questions about this overview or the ground lease,please contact us as soon as possible. Key Terms of the Lease • This Ground Lease is used to convey development rights for the property listed under the NSP program. • The initial term of the lease is one(1)year and construction activity must start within six(6)months. • The homes constructed on NSP lots may only be sold to Qualified Households,as defined herein.This means that the household may not have an income that exceeds 120%of the area median income based on family size for the county in which the property is located. • Local Partner is responsible for marketing, assisting potential Qualified Households with completing the necessary TDHCA application and income qualification documentation, and facilitating submission of the applicable loan and title documentation. Once completed such information and supporting documentation should be forwarded to the Corporation.Electronic submission is acceptable. • All rehabilitation and construction activities will meet local building codes and include Energy Star certified appliances and mechanical system upgrades, as needed. New homes must be built to full Energy Star standards. • Until this ground lease is fully executed, the Local Partner has no rights to develop, market, or sell the property,and to do so would constitute a violation of this agreement. • Leasing or subleasing the property to a Qualified Household or any other party is strictly prohibited. • This entire Ground Lease is subject to the rules and regulations of the TDHCA NSP program. See Exhibit C for more information and regulations. GROUND LEASE BETWEEN CITY OF PORT ARTHUR AND TENDER LOVING CARE CENTER FOR CHILDREN DBA LEGACY COMMUNITY DEVELOPMENT CORPORATION FOR PROPERTY LOCATED AT: 1021 REV RANSOM HOWARD STREET TABLE OF CONTENTS ARTICLE 1: TITLE ARTICLE 2: Demise of Leased Premises 2.1. PREMISES: i 2.2. RESERVATION OF MINERAL RIGHTS: ii ARTICLE 3: Duration of Lease ii 3.1. PRINCIPAL TERM• ii 3.2. TERMINATION• ii 3.3. EXTENSION OF LEASE: ii 3.4. CHANGE OF LESSOR AND LESSEE'S RIGHT TO PURCHASE: iii ARTICLE 4: Use of Leased Premises iii 4.1. RESIDENTIAL USE ONLY: iii 4.2. RESPONSIBLE USE AND COMPLIANCE WITH LAW: iii 4.3. RESPONSIBLE FOR OTHERS. iii 4.4. SUBLEASES: iii 4.5. CONSTRUCTION AND/OR REHABILITATION OF IMPROVEMENTS: 4.6. INSPECTION: iv 4.7. MAINTENANCE AND REPAIRS: iv ARTICLE 5: Ground Lease Fee iv 5.1. GROUND LEASE FEE• iv ARTICLE 6: Taxes and Assessments iv 6.1. TAXES AND ASSESSMENTS: iv 6.2. TAXES ON LEASED PREMISES: v 6.3. LESSEE'S RIGHT TO CONTEST: 6.4. PAYMENTS IN EVENT OF DELINQUENCY: v 6.5. PROOF OF COMPLIANCE: v ARTICLE 7: Improvements v 7.1. OWNERSHIP: v 7.2. CONSTRUCTION REHABILITATION AND ALTERATION: v 7.3. PROHIBITION OF LIENS: vi 7.4. MAINTENANCE AND SERVICES• vi 7.5. DISPOSITION OF IMPROVEMENTS UPON EXPIRATION OF LEASE TERM: vi ARTICLE 8: Financing vi 8.1. PERMITTED MORTGAGE: vi 8.2. RIGHTS OF PERMITTED MORTGAGEE: vii 8.3. LESSOR'S RIGHT TO PROCEEDS IN EXCESS OF PURCHASE OPTION PRICE: vii 8.4. AMENDMENTS SUBJECT TO APPROVAL BY PERMITTED MORTGAGEE: vii ARTICLE 9: Liability, Insurance, Damage and Destruction, Eminent Domain vii 9.1. LESSEE'S LIABILITY: vii 9.2. INDEMNIFICATION OF LESSOR: vii 9.3. PAYMENT BY LESSOR- viii 9.4. INSURANCE- viii 9.5. DAMAGE OR DESTRUCTION• viii 9.6. EMINENT DOMAIN AND PUBLIC DEDICATION: ix ARTICLE 10: Transfer, Sale, or Disposition of Improvements ix 10.1. INTENT: ix 10.2. TRANSFER TO QUALIFIED HOUSEHOLD: ix 10.3. LESSEE'S NOTICE OF INTENT TO SELL- x 10.4. APPRAISAL• x 10.5. LESSOR'S POWER OF ATTORNEY TO CONDUCT SALE• x 10.6. PURCHASE PRICE: x 10.7. FIXED PRICE CONTRACTS x 10.8. CALCULATION OF THE FORMULA PRICE:Error! Bookmark not defined. ARTICLE 11: ASSIGNMENT AND SUBLEASE x ARTICLE 12: Default xi 12.1. MONETARY DEFAULT BY LESSEE: xi 12.2. NONMONETARY DEFAULT BY LESSEE: xi 12.3. DEFAULT BY LESSEE RESULTING FROM JUDICIAL PROCESS• xi 12.5. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN INSURANCE: xi 12.6. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN ZONING: xi 12.7. TERMINATION• xi 12.8. REMEDIES: xii 12.9. DEFAULT BY LESSOR• xii 12.10. NO WAIVER• xii ARTICLE 13: WAIVER OF JURY TRIAL xiii 13.1. WAIVER OF JURY TRIAL. xiii ARTICLE 14: General Provisions xiii 14.1. NOTICES• xiii 14.3. NO BROKERAGE: xiii 14.4. SEVERABILITY AND DURATION OF: xiv 14.5. WAIVER: xiv 14.6. LESSOR'S RIGHT TO PROSECUTE OR DEFEND: xiv 14.7. CONSTRUCTION• xiv 14.8. CAPTIONS AND TABLE OF CONTENTS: xiv 14.9. PARTIES BOUND: xiv 14.10. GOVERNING LAW• xiv 14.11. RECORDING: xiv 14.12. LESSOR's Limited Liability: xv exhibit A: LEGAL DESCRIPTION xvii EXHIBIT B: PERMITTED MORTGAGES xviii EXHIBIT C: SUMMARY OF LEGAL AND REGULATORY CITATIONS xxii GROUND LEASE THIS GROUND LEASE (the "Lease") is made and entered into this 2020, by and between the CITY OF PORT ARTHUR, a municipality (the "Corporation" or "Lessor") and TENDER LOVING CARE CENTER FOR CHILDREN "TLCCC" dba LEGACY, COMMUNITY DEVELOPMENT CORPORATION, (the "Lessee" or "Developer"). WHEREAS,the Lessor recognizes that the Lessee shall be treated as a Developer,pursuant to 24 CFR 570.202 and 24 CFR 570.204, as that definition relates to activities on a Leased Premises purchased by the Lessor using Neighborhood Stabilization Program ("NSP") funding from the Texas Department of Housing and Community Affairs ("TDHCA"); and WHEREAS,the Leased Premises described in this Lease have been acquired and are being leased by the Corporation in furtherance of its Charitable Purposes; and WHEREAS, the Lessee shares the purposes and goals of the Corporation and has agreed to enter into this Lease to obtain those benefits to which the Lessee is entitled under this Lease, and also to further the Charitable Purposes of the Lessor; and WHEREAS, Lessor and Lessee recognize the special nature of the terms and conditions of this Lease, and each of them, with the independent and informed advice of legal counsel, freely accepts these terms and conditions, including those terms and conditions that may affect the marketing and resale price of any Improvements on the Leased Premises(hereinafter defined);and WHEREAS, it is mutually understood and accepted by Lessor and Lessee that the terms and conditions of this Lease further their shared goals over an extended period of time and through a succession of owners; NOW THEREFORE, in consideration of the foregoing recitals, of mutual promises of Lessor and Lessee, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows: ARTICLE 1: TITLE Subject to the terms and provisions of this Lease, Lessor owns and will maintain fee simple title to the land and improvements more particularly described on Exhibit A attached hereto and incorporated herein. At any time during the term of this Lease, Corporation and Developer may convey all of their right,title, and interest in the Land and Improvements to a Qualified Household per Article 10.2 at which time the terms Land and Improvements as used in this Lease shall mean, at the time in question, the Land and Improvements then owned in fee simple by Corporation and Developer, as applicable. ARTICLE 2: DEMISE OF LEASED PREMISES 2.1. PREMISES: The Lessor, in consideration of the rents reserved and the terms and conditions of this Lease, does hereby demise and leave unto Lessee, and Lessee does hereby take and hire from Lessor, the property (referred to in this Lease as the "Leased Premises") described in the attached Exhibit A. Lessor has furnished to Lessee a copy of the most current,if any,title report previously obtained by Lessor for the Leased Premises, and Lessee accepts the Leased Premises in their condition "as is" as of the execution of this Lease. 2.2. RESERVATION OF MINERAL RIGHTS: Lessor reserves to itself all the minerals and other extractive resources of the Leased Premises, if such rights were acquired by the Lessor and any such minerals or other extractive resources are discovered on the Leased Premises. This reservation shall not diminish the right of the Lessee under this Lease to occupy and freely use the Leased Premises. Any eventual extraction by the Lessor of minerals or other extractive resources shall be carried out with as little disruption to the Lessee as is reasonably possible.In instances requiring a material disruption of the Lessee's right of use and occupancy of the Leased Premises, the Lessor shall not make such extraction without the consent of the Lessee. ARTICLE 3: DURATION OF LEASE 3.1. PRINCIPAL TERM: The term of this Lease shall be One (1) year, commencing on , 2020, and terminating at 11:59 p.m. Central Time on , 2020,unless terminated sooner or extended as provided herein. 3.2. TERMINATION: This Lease shall terminate upon the sale or conveyance of the Leased Premises by the Lessor and the Improvements (hereinafter defined) by the Lessee to a Qualified Household(s) (hereinafter defined). Lessor may terminate this Lease upon 60 days written notice to Lessee if, in Lessor's reasonable determination, construction and/or rehabilitation of the Improvements is not proceeding in a manner that will produce completed, marketable Improvements by the end of the principal term of this Lease. 3.3. EXTENSION OF LEASE: The principal term of this Lease may be extended, subject to approval by the Lessor and the Lessee and subject to all the provisions of this Lease. If the Lessor determines to extend this Lease,then Lessor shall give Lessee written notice,stating the date of expiration of the Lease, describing any changes that Lessor intends to make to the terms of the Lease as permitted herein, and reiterating the conditions for renewal as set forth immediately below("the Expiration Notice"). Lessee's ability to extend this Lease is subject to the following conditions: (a)within ninety(90) days of receipt of the Expiration Notice, Lessee shall give Lessor written notice,irrevocably exercising the option to extend ("the Extension Notice"); (b) the Lessor shall agree in writing to any extension; (c) this Lease shall be in effect at the time the Extension Notice is given and on the last day of the term; and (d) there shall not be an Event of Default (hereinafter defined) by Lessee under this Lease or under any loan documents between Lessee and any Permitted Mortgagee (hereinafter defined) at the time the Extension Notice is given and on the last day of the term. Lessee shall have the right to request a 120 day extension on the Leased Premises if Lessee has begun the construction of Improvements, as defined herein, or has completed the construction of Improvements and is in the process of marketing and selling such Improvements. Lessor may not reasonably delay the approval of such an extension. 3.4. CHANGE OF LESSOR AND LESSEE'S RIGHT TO PURCHASE: Except as described herein, in the event that ownership of the Land is conveyed or transferred (whether voluntarily or involuntarily) by Lessor to any other person or entity, this Lease shall not cease, but shall remain binding and unaffected. However, in the event Lessor desires or attempts to convey the Land to any person or entity other than a Qualified Household, nonprofit corporation,charitable trust,governmental agency or other similar entity sharing the Charitable Purpose described in the recitals above,the Lessee shall have a right of first refusal to purchase the Land subject to affordability restrictions and in accordance with any sale procedures required by TDHCA or the United States Department of Housing and Urban Development ("HUD") in respect to the NSP. Lessee hereby acknowledges that TDHCA may require that a land use restriction agreement pertaining to use of the Leased Premises by Qualified Households (the "TDHCA LURA") be recorded against the Land on or before the consummation of any such sale or conveyance. ARTICLE 4: USE OF LEASED PREMISES 4.1. RESIDENTIAL USE ONLY: Lessee shall use, and shall cause all contractors, consultants or other subcontracted parties to use, the Leased Premises for the purpose of constructing improvements in the form of residential housing units ("Improvements") for use by a Qualified Household and any incidental activities related to residential use that are currently permitted by applicable zoning law. 4.2. RESPONSIBLE USE AND COMPLIANCE WITH LAW: Lessee shall use its best efforts to use the Leased Premises in a manner so as not to cause actual harm to others or create any nuisances,public or private;and shall dispose of any and all waste in a safe and sanitary manner. Lessee shall maintain the Leased Premises and Improvements in good, safe, and habitable condition in all respects,except for normal wear and tear,in full compliance with all applicable laws and regulations, and in such condition as is required to maintain the insurance coverage required by section 9.4 of this Lease. 4.3. RESPONSIBLE FOR OTHERS: Lessee shall be responsible for the use of the Leased Premises by all contractors, consultants, other subcontracted parties and visitors and anyone else using the Leased Premises with their consent and shall make all such parties aware of the spirit, intent and appropriate terms of this Lease, as is reasonably necessary. 4.4. SUBLEASES: Lessee shall not sublease or lease any part of the Leased Premises. Any rents, fees or other forms of income collected by the Lessee either directly or indirectly from the use or permitted use of the Leased Premises must be forfeited to the Corporation and shall be determined part of the Ground Lease Fee,as defined in section 5 of this Lease. 4.5. CONSTRUCTION AND/OR REHABILITATION OF IMPROVEMENTS: The Local Partner must conduct and complete construction and/or rehabilitation of the Leased Premises within a reasonable time frame. Construction shall commence within 6 months of the Effective Date of this Lease. All construction and/or rehabilitation shall be completed pursuant to the requirements of the Corporation's ACT program policies, this Lease, and any and all provisions of the Memorandum of Understanding (the "MOU") between the Corporation and Local Partner, and in full compliance with all laws and regulations cited in the attached Exhibit C. 4.6. INSPECTION: Lessor, or TDHCA or its agents, may inspect any portion of the Leased Premises including the interior(s) of Lessee's Improvements, at any reasonable time, and in any reasonable manner, upon at least 48 hours oral or written notice to Lessee. In the event of emergency, Lessor may inspect any portion of the Leased Premises including the interior(s) of Lessee's Improvements without notice provided the Lessor shall have made reasonable efforts to give advance notice to Lessee. 4.7. MAINTENANCE AND REPAIRS: Lessee shall order and cause to have completed general maintenance of the Leased Premises. This includes regular mowing to avoid fees or fines,upkeep or repair of existing fences, and other maintenance or repairs necessary to maintain the Leased Premises in compliance with local codes or homeowners associations. Lessor shall reimburse the Lessee or pay the Lessee's service providers directly reasonable, necessary and customary charges for all general maintenance activities allowed under the NSP, provided the cost of such maintenance activities is documented according to the requirements of the NSP, and further provided that all such maintenance activities are undertaken in full compliance with all laws and regulations cited in the attached Exhibit C. Lessee must obtain Lessor's consent before ordering any maintenance that will be paid by the Lessor, and Lessor shall respond in a timely manner nor deny any reasonable requests. ARTICLE 5: GROUND LEASE FEE 5.1. GROUND LEASE FEE: A Ground Lease Fee of$1.00 will be due and payable to Lessor by Lessee annually beginning ,2020 and on of each year thereafter to secure the rights under this Agreement. If the Ground Lease Fee is not paid within 10 days of the due date, interest will accrue at the rate of five percent per annum. The requirement to make any annual payment of the Ground Lease Fee may be waived by Lessor if, in Lessor's sole determination, construction and/or rehabilitation of the Improvements is proceeding in a timely and acceptable manner. Lessor will notify Lessee in writing no later than 5 business days prior to the due date whether the Ground Lease Fee is due and payable or is being waived. If the Lessee has violated the terms and conditions of this Agreement by earning a financial benefit from a Sub-Lease or other agreement with a third party for the use of the Leased Premises, the Lessee shall pay an amount equal to the financial benefit earned to the Lessor as an additional Ground Lease Fee within 10 days of the Lessor's request. ARTICLE 6: TAXES AND ASSESSMENTS 6.1. TAXES AND ASSESSMENTS: Lessee shall be responsible for payment of all taxes and governmental assessments,if any, that relate to the Improvements and it leasehold interest in the Leased Premises. Lessee shall also pay directly, when due, all other service bills, utility charges, or other governmental assessments charged against the Leased Premises. Lessor is exempt from paying any taxes or assessments on its fee simple interest in the Land to the State of Texas or any political subdivision thereof; however, the Lessee's leasehold interest in the Land and ownership interest in the Improvements may be subject to taxation and/or assessment. Lessor shall reimburse Lessee for costs incurred for such taxes and assessments to the extent such reimbursement is allowed by the NSP and is in compliance with all laws and regulations cited in the attached Exhibit C. 6.2. TAXES ON LEASED PREMISES: In the event that the local taxing authority bills Lessor for the taxes on any and all Personal Property of the Lessee or Improvements constructed or rehabilitated by the Lessee on the Leased Premises, Lessor shall pass the responsibility for this expense to Lessee and Lessee shall promptly pay this bill. 6.3. LESSEE'S RIGHT TO CONTEST: Lessee shall have the right to contest the amount or validity of any taxes relating to the Improvements and Leased Premises. Lessor shall,upon written request by Lessee,join in any such proceedings if Lessee reasonably determines that it is necessary or convenient for Lessor to do so. All other costs and expenses of such proceedings shall be paid by Lessee. 6.4. PAYMENTS IN EVENT OF DELINQUENCY: In the event that Lessee fails to pay the taxes or other charges specified in section 6.1 above, Lessor may increase, but shall not be obligated to increase, Lessee's Ground Lease Fee in an amount that will offset the cost of any delinquent and current taxes or other charges relating to the Improvements and Leased Premises. Upon collecting any such amount, Lessor shall pay the amount collected to the taxing authority in a timely manner. 6.5. PROOF OF COMPLIANCE: Concurrently with the payment of any taxes, assessments, and charges required or permitted by the provisions of this Lease, each party shall furnish evidence satisfactory to the other documenting the payment. A photocopy of a receipt for such charges showing payment prior to the due date shall be the usual method of furnishing such evidence. ARTICLE 7: IMPROVEMENTS 7.1. OWNERSHIP: It is agreed that all buildings, structures, fixtures, and other Improvements purchased by the Lessee or constructed or placed by the Lessee on any part of the Leased Premises at any time during the term of this Lease (the"Improvements") shall be property of the Lessee. Title to such Improvements shall be and remain vested in the Lessee, provided,however,Lessee's exercise of the rights of ownership is subject to the provisions of this Lease, including but not limited to provisions regarding the disposition of Improvements by the Lessee and ownership of Improvements after termination of this Lease. Lessee agrees that Lessee will not sever or move the Improvements from the Land. 7.2. CONSTRUCTION REHABILITATION AND ALTERATION: Any construction in connection with an existing or new Improvement is subject to the following conditions: (a) all costs shall be borne and paid for by the Lessee; (b) all construction shall be performed in a worker-like manner and shall comply with all applicable laws and regulations and policies of the Lessor; (c) all construction or rehabilitation shall be consistent with the permitted uses set forth in Article 4; (d) the exterior (including height) of such Improvements shall not be increased or expanded and new Improvements shall not be constructed without the prior written consent of Lessor, who, however, shall not unreasonably withhold such consent; and (e) Lessee shall furnish to Lessor a copy of any plans and all building permits for such construction prior to commencing construction. 7.3. PROHIBITION OF LIENS:No lien of any type shall attach to the Lessor's title to the Land or to Lessor's interest in the Leased Premises or to any other property owned by the Lessor without Lessor's prior written consent, which consent may be withheld in Lessor's sole discretion. Lessee shall not permit any statutory or similar lien to be filed against the Leased Premises, the Improvements, or any interest of Lessor or Lessee that remains more than sixty(60) days after it has been filed. Lessee shall cause any such lien to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction, or as otherwise permitted by law. If Lessee fails to cause such lien to be discharged within such 60 day period, then, in addition to any other right or remedy, Lessor may,but shall not be obligated to, discharge the lien by paying the amount in question. Lessee may, at Lessee's expense, contest the validity of any such asserted lien, provided Lessee has furnished a bond in an amount sufficient to release the Leased Premises from such lien. Any amounts paid by Lessor to discharge such liens shall be deemed to be an additional Ground Lease Fee payable by Lessee upon demand. 7.4. MAINTENANCE AND SERVICES: Lessee shall maintain the Leased Premises and all Improvements as required by sections 4.2 and 4.7 above. Lessor shall not be required to furnish any services or facilities, including but not limited to heat, electricity, air conditioning, or water, or to make any repairs to the Leased Premises or Improvements, and Lessee hereby assumes the sole responsibility for furnishing all services or facilities. 7.5. DISPOSITION OF IMPROVEMENTS UPON EXPIRATION OF LEASE TERM: Upon the expiration of the term of this Lease as such term may be extended or sooner terminated in accordance with this Lease, other than by sale to a Qualified Household, Lessee shall surrender the Improvements together with the Leased Premises to the Lessor. Ownership of the Improvements shall thereupon revert to Lessor. ARTICLE 8: FINANCING 8.1. PERMITTED MORTGAGE: Lessee may mortgage the Leased Premises only with the written consent of Lessor, as such consent is permitted or required by this section.Not less than thirty (30) days prior to the date on which Lessee requests Lessor's consent to a mortgage to be effective, Lessee shall furnish to Lessor copies of every document to be executed in connection with the transaction represented by such mortgage. Lessor may choose to consent to any mortgage, and in so doing shall designate such mortgage as a "Permitted Mortgage."However, Lessor shall be required to consent to a mortgage only if (a) at the time such copies of documents are submitted and at the time proposed by Lessee (or prospective Lessee)for the execution of such documents,no default is then outstanding; and (b) the mortgage so submitted is a Standard Permitted Mortgage as defined in the attached Exhibit B. Lessee shall pay to Lessor at Lessor's option, as additional Ground Lease Fee, all reasonable fees, costs, and expenses, including, without limitation, reasonable attorneys' fees,incurred by Lessor in connection with any Permitted Mortgage. 8.2. RIGHTS OF PERMITTED MORTGAGEE: Any holder of a Permitted Mortgage ("Permitted Mortgagee")shall without requirement of consent by the Lessor have the rights identified and defined in the attached Exhibit B. 8.3. LESSOR'S RIGHT TO PROCEEDS IN EXCESS OF PURCHASE OPTION PRICE: The parties recognize that it would be contrary to the fundamental concept of this agreement and an incentive to abuse Developer's authorization to encumber its leasehold interest with a Permitted Mortgage if Developer could realize more than the Purchase Option Price as the result of any foreclosure of any mortgage. Accordingly, Developer hereby irrevocably assigns to Lessor any and all net proceeds of sale of the Improvements remaining after payment of costs of foreclosure and satisfaction of the lien of any Permitted Mortgagee which would otherwise have been payable to Developer, to the extent such net proceeds exceed the net proceeds that Developer would have received had the property been sold for the Purchase Option Price established in Article 10 of this Lease, and authorizes and instructs the Permitted Mortgagee or any party conducting any sale to pay the amount of said excess proceeds directly to Lessor. In the event that, for any reason, such excess proceeds are paid to Developer, Developer hereby agrees to promptly pay the amount of such excess proceeds to Lessor. 8.4. AMENDMENTS SUBJECT TO APPROVAL BY PERMITTED MORTGAGEE: Any amendments to this Lease shall be subject to the reasonable written approval of Permitted Mortgagee,which approval shall not be unreasonably withheld or delayed. The passage of thirty(30) days after submittal to Permitted Mortgagee of a proposed amendment without approval or disapproval by Permitted Mortgagee shall be deemed approval thereof. ARTICLE 9: LIABILITY, INSURANCE, DAMAGE AND DESTRUCTION, EMINENT DOMAIN 9.1. LESSEE'S LIABILITY: Lessee assumes sole responsibility and liability to all persons and authorities related to its possession, occupancy, and use of the Leased Premises. 9.2. INDEMNIFICATION OF LESSOR: To the fullest extent allowable under the laws,Lessee releases and will indemnify,protect,defend(with counsel reasonably acceptable to Lessor) and hold harmless Lessor and Lessor's officers, directors, employees, agents and contractors, and TDHCA and its officers, directors, employees, agents and contractors, from and against any and all claims,actions,demands,liabilities,damages,costs,penalties, forfeitures, losses or expenses (including, without limitation, reasonable attorneys' fees and the costs and expenses of enforcing any obligation under this Lease), arising from (a) any use of the Leased Premises or Land by Lessee that violates the terms of this Lease; (b) any breach or default by Lessee in the performance of any of Lessee's covenants or agreements in this Lease;(c)any gross negligence or willful misconduct of Lessee; (d) any accident, injury,occurrence or damage in or to the Leased Premises or Land; and(e)to the extent caused by Lessee, any accident, injury,occurrence or damage in,on, about or to the Land. The obligations of Lessee under this Section 9.2 survive the expiration or earlier termination of this Lease. 9.3. PAYMENT BY LESSOR: In the event the Lessor shall be required to pay any sum that is the Lessee's responsibility or liability, the Lessee shall reimburse the Lessor for such payment and for reasonable expenses caused thereby. 9.4. INSURANCE: Lessee shall,at Lessee's sole expense,keep all Improvements continuously insured against loss or damage by fire and the extended coverage hazards for the full replacement value of such Improvements. Lessee shall,at Lessee's sole expense,maintain continuously in effect liability insurance covering the Leased Premises and Improvements in the amounts of not less than FIVE HUNDRED THOUSAND dollars ($500,000) for injury to or death of any one person; and ONE MILLION dollars ($1,000,000) for injury to or death of any number of persons in one occurrence; and FIVE HUNDRED THOUSAND dollars ($500,000) for property damage. The dollar amounts of this coverage shall be adjusted at two-year intervals,beginning on the date this Lease is signed,or upon Lessor's demand given not more often than annually, upon 30 days' notice to Lessee. This adjustment shall be equal to the percentage of change (positive or negative), over the period in question, of the Consumer Price Index for urban wage earners and clerical workers for the urban area in which the Leased Premises are located, or, if none, for urban areas the size of 100,000, or such other index as reasonably measures adjustments in coverage amounts for the applicable type of insurance. Such index is maintained by the Office of Prices and Living Conditions of the Bureau of Labor Statistics, of the U.S. Department of Labor. Such insurance shall specifically insure Lessee against all liability assumed under this Lease, as well as all liability imposed by law, and shall also insure Lessor and TDHCA as additional insured parties so as to create the same liability on the part of insurer as though separate policies had been written for Lessor,TDHCA and Lessee. Lessee shall provide Lessor with copies of all policies and renewals of policies. All policies shall also (i) include Lessor as an additional insured and (ii) contain endorsements providing that they shall not be cancelled, reduced in amount or coverage or otherwise modified by the insurance carrier involved without at least thirty (30) days' prior written notice to Lessor. Lessor shall be entitled to participate in the settlement or adjustment of any losses covered by such policies of insurance. 9.5. DAMAGE OR DESTRUCTION: Except as provided below, in the event of fire or other damage to the Improvements, Lessee shall take all steps necessary to ensure the repair of such damage and the restoration of the Improvements to their condition immediately prior to the damage.All such repairs and restoration shall be completed as promptly as possible. Lessee shall also promptly take all steps necessary to ensure that the Leased Premises are safe and that the damaged Improvements do not constitute a danger to persons or property. If Lessee, using reasonable judgment and relying on professional estimates, determines either (a) that full repair and restoration is physically impossible,or(b)that the available insurance proceeds will pay for less than eighty percent (80%) of the cost of repair and restoration (provided Lessee has fulfilled all the hazard insurance requirements set forth in section 9.4 above),then Lessee may terminate this Lease by written notice to Lessor given not later than sixty(60) days after the event that caused the damage. However, such termination shall not be effective until forty-five(45)days after the date upon which the notice is received by Lessor. During this 45 day period Lessor may seek an adjustment from the insurer so as to increase the available insurance proceeds to an amount covering at least 80 percent of the cost of repair and restoration. If successful in securing such adjustment, Lessor may render Lessee's termination notice null and void by written notice to Lessee within such 45 day period. If Lessor fails to nullify the termination notice in this way,then this Lease shall terminate at the expiration of the 45 day period, and any insurance proceeds payable to Lessee on account of such damage shall be paid as provided below. The insurance proceeds shall be paid first to cover any expenses of collecting the proceeds. Remaining proceeds shall be paid to the Lessee(or its Permitted Mortgagee to the extent required by the Permitted Mortgage) up to the then applicable Lessor's Purchase Option Price (as of immediately prior to the damage) calculated according to the provisions of Article 10 below. The balance of such proceeds,if any, shall be paid to Lessor and to TDHCA to the extent of its interest. 9.6. EMINENT DOMAIN AND PUBLIC DEDICATION: In the event of a taking of the Leased Premises, to such extent that the Improvements are lost or damaged beyond repair, by reason of eminent domain or other action of public authority prior to the expiration of this Lease, as determined by Lessor, the Lease shall terminate as of the date Lessee is required to give up possession of the Leased Premises or Improvements, and the entire amount of any award(s) paid shall be allocated in the way described in section 9.5 above for insurance proceeds. In the event of a taking of a portion of the Leased Premises that does not result in damage to the Improvements or substantial reduction in the usefulness or desirability of the Improvements for residential purposes, then any monetary compensation for such taking shall be allocated entirely to Lessor and Lessor will proportionately abate, as necessary, the Ground Lease Fee to take into consideration any portion of the Leased Premises that has been lost or materially damaged by reason of eminent domain or other action of public authority and may no longer be used by Lessee for the purposes provided under this Lease. ARTICLE 10: TRANSFER, SALE, OR DISPOSITION OF IMPROVEMENTS 10.1. INTENT: It is the understanding of the parties that the terms of this Lease,and in particular of this Article 10, are intended to preserve the affordability of the Improvements for Qualified Households and expand access to homeownership opportunities for such households. 10.2. TRANSFER TO QUALIFIED HOUSEHOLD: Lessee may transfer its interest in the Leased Premises and the Improvements (the "Offered Property") only to a Qualified Household as defined below or otherwise only as explicitly permitted by the provisions of this Article 10. All such transfers shall be subject to Lessor's review and approval. As a condition to any sale to a Qualified Household, Lessee must provide adequate certification in form promulgated by TDHCA evidencing the purchaser qualifies as a Qualified Household. Lessor will notify Lessee within 10 days of receipt of all such required documentation whether the prospective buyer is approved as a Qualified Household. Lessor and Lessee hereby agree to cooperate to facilitate the sale of the Offered Property as provided by this Lease, including providing such Power of Attorney as may be necessary to accomplish a transfer to a Qualified Household. Upon the consummation of the sale of the interest of Lessee in the Improvements and of Lessor in the Land to a third party,this Lease shall terminate. Any purported transfer done without following the procedures set forth below, except in the case of a transfer to a Permitted Mortgagee in lieu of foreclosure, shall be null and void. A"Qualified Household" shall mean a person or group of persons whose household income does not exceed One Hundred and Twenty percent (120%) of the median household income for the county in which the Leased Premises is located as calculated and adjusted for household size from time to time by HUD or any successor(the "AMFI"). 10.3. LESSEE'S NOTICE OF INTENT TO SELL: In the event that Lessee desires to transfer its interest in the Leased Premises and sell the Improvements, Lessee shall notify Lessor, in writing, of such desire (the "Intent-to-Sell Notice"). 10.4. APPRAISAL: No later than ten (10) days after Lessee gives Intent-To-Sell Notice to Lessor,a market valuation of the Offered Property("the Appraisal")shall be commissioned to be performed by a mutually acceptable and duly licensed appraiser. Lessee shall commission and pay the cost of such Appraisal. The Appraisal shall be conducted by analysis and comparison of comparable properties as though title to Offered Property were held in fee simple absolute, disregarding the restrictions of this Lease on the use of the Land and the transfer of the Improvements.The Appraisal shall state the values contributed by the Land and by the Improvement as separate amounts. Copies of the Appraisal are to be provided to both Lessor and Lessee. 10.5. LESSOR'S POWER OF ATTORNEY TO CONDUCT SALE: In the event Lessee continues to hold the Offered Property out for sale but is unable to locate a buyer and execute a binding purchase and sale agreement within one (1) year of the giving of the Intent-to-Sell Notice,Lessee does hereby appoint Lessor its attorney in fact to seek a buyer, negotiate a reasonable price that furthers the goals set forth in this Lease, sell the property, and distribute proceeds of sale, minus Lessor's costs of sale and reletting and any other sums owed Lessor by Lessee. 10.6. PURCHASE PRICE: In no event may the Offered Property be sold for a price that exceeds the lesser of(a) the value of the Land and Improvements as determined by the Appraisal commissioned and conducted as provided in 10.4 above(the"Appraised Value")or(b)the price calculated in accordance with Section 10.7 below. 10.7. FIXED PRICE CONTRACT: Pursuant to the contract entered into on by Lessor and Developer ("the Fixed Price Contract"), the Developer shall receive from the gross proceeds at sale of the Leased Premises an amount equal to the agreed upon amount in the Fixed Price Contract, as allowable under the TDHCA Neighborhood Stabilization program guidelines. ARTICLE 11:ASSIGNMENT AND SUBLEASE Except as otherwise provided in Article 8 (including Exhibit B) and Article 10, Lessee may only assign, sublease, sell, or otherwise convey any of Lessee's rights under this Lease to a Qualified Household pursuant to this Lease unless Lessee otherwise receives the prior written consent of the Lessor, which consent may be withheld by Lessor in Lessor's sole discretion. Any such assignment or sublease shall be subject to all the terms of this Lease. Further, only Improvements that have been completed and are deemed suitable for residential occupancy may be subleased; vacant land and incomplete Improvements may not be subleased. ARTICLE 12: DEFAULT 12.1. MONETARY DEFAULT BY LESSEE: It shall be an event of default if Lessee fails to pay the Ground Lease Fee or other charges required by the terms of this Lease, including without limitation,the failure to pay taxes and assessments when due as provided in Article 6, and such failure is not cured by Lessee or a Permitted Mortgagee within ten (10) days after notice of such failure is given by Lessor to Lessee and Permitted Mortgagee. However, if Lessee shall make a good faith partial payment of at least two thirds (2/3) of the amount owed during such initial 10 day period,then such period shall be extended one additional 10 day period. 12.2. NONMONETARY DEFAULT BY LESSEE: It shall be an event of default if Lessee fails to abide by any other material term or condition in this Lease, including but not limited to the occupancy and rent requirements in Articles 4, 10 and 11 related to Qualified Households, and such failure is not cured by Lessee or a Permitted Mortgagee within sixty (60)days after notice of such failure is given by Lessor to Lessee and Permitted Mortgagee. However, in the case where the Lessee or Permitted Mortgagee has commenced to cure such default within such 60 day period and is continuing such cure with all due diligence but cannot by the exercise of due diligence cure such default within such period, such period shall be extended for such additional period as may be reasonably required under the circumstances to complete such cure. 12.3. DEFAULT BY LESSEE RESULTING FROM JUDICIAL PROCESS: It shall be an event of default if the estate hereby created is taken on execution or by other process of law, or if Lessee is judicially declared bankrupt or insolvent according to law,or if any assignment is made of the property of Lessee for the benefit of creditors, or if a receiver, trustee in involuntary bankruptcy or other similar officer is appointed to take charge of any substantial part of Lessee's property by a court of competent jurisdiction,or if a petition is filed for the reorganization of Lessee under any provisions of the Bankruptcy Act now or hereafter enacted, of if Lessee files a petition for such reorganization, or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for payment of debts. 12.4. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN INSURANCE: It shall be an event of default under this Lease if Lessee fails to maintain, at any time, the insurance required under Section 9.4 of this Lease. 12.5. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN ZONING: It shall be an event of default under this Lease if Lessee affirmatively changes or consents to a change in the zoning classification of the Leased Premises to any classification other than a classification that allows residential use as required under Section 4.1 of this Lease. 12.6. TERMINATION: In the case of any of the events of default described above, Lessor may terminate Lessee's right to possess the Leased Premises by any lawful means with or without terminating this Lease, in which event Lessee will immediately surrender possession of the Leased Premises to Lessor. In such event, this Lease continues in full force and effect (except for Lessee's right to possess the Leased Premises) and Lessee continues to be obligated for and must pay all rent and other amounts as and when due under this Lease. Unless Lessor specifically states that it is terminating this Lease,Lessor's termination of Lessee's right to possess the Premises is not to be construed as an election by Lessor to terminate this Lease or Lessee's obligations and liabilities under this Lease. In addition, Lessor may elect to terminate this Lease and initiate summary proceedings against Lessee. Pursuant to such proceedings,without demand or notice, Lessor may enter any part of the Leased Premises and repossess the entire Leased Premises,and expel Lessee and those claiming rights through Lessee and remove their effects without being guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant. If this Lease is terminated by Lessor, or if Lessor reenters the Leased Premises pursuant to an Event of Default, the Lessee agrees to pay and be liable for any unpaid Ground Lease Fee, damages which may be due or sustained prior to or in connection with such termination or reentry, and all reasonable costs, fees and expenses (including, without limitation, reasonable attorneys' fees)incurred by Lessor in pursuit of its remedies under this Lease. Upon any termination subject to this Section 12.7, Lessor shall attorn to any sub-lease agreement between Lessee and a Qualified Household and shall recognize such sub-lease agreement as a direct lease between Lessor and such Qualified Household, provided that the Qualified Household is not in default of its obligations under the sub-lease agreement. If Lessor elects to terminate the Lease, then the Permitted Mortgagee shall have the right(subject to Article 8 above) to postpone and extend the specified date for the termination of the Lease for a period sufficient to enable the Permitted Mortgagee or its designee to acquire Lessee's interest in the Leased Premises by foreclosure of its mortgage or otherwise. 12.7. REMEDIES: In the case of any of the events of default described above,lessor may pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state in which the Leased Premises is located. All rights and remedies of Lessor under this lease are cumulative and the exercise of any one or more remedies at any time or from time to time does not limit or preclude the further exercise by Lessor of the same or any other rights or remedies at any time or from time to time. 12.8. DEFAULT BY LESSOR: Lessor shall in no event be in default in the performance of any of its obligations under the Lease unless and until Lessor has failed to perform such obligations within sixty (60) days, or such additional time as is reasonably required to correct any default,after notice by Lessee to Lessor properly specifying Lessor's failure to perform any such obligation. 12.9. NO WAIVER: No failure by either Lessor or Lessee to insist upon the performance of any provision of this Lease or to exercise any right or remedy upon a breach or default hereof constitutes a waiver of any such breach or default. Any such waiver may be made only by a writing signed by the party providing the waiver. One or more waivers by a party is not to be construed as a waiver by that party of a subsequent breach or default of the same provision. ARTICLE 13: WAIVER OF JURY TRIAL 13.1. WAIVER OF JURY TRIAL: The parties hereto waive trial by jury in respect of any such "dispute" and any action on such "dispute." This waiver is knowingly, willingly and voluntarily made by the parties hereto, and the parties hereto hereby represent that no representations of fact or opinion have been made by any person or entity to induce this waiver of trial by jury or to in any way modify or nullify its effect. This provision is a material inducement for the parties entering into this lease. The parties hereto are each hereby authorized to file a copy of this section in any proceeding as conclusive evidence of this waiver of jury trial. Each party hereto further represents and warrants that it has been represented in the signing of this lease and in the making of this waiver by independent legal counsel, or has had the opportunity to be represented by independent legal counsel selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel. ARTICLE 14: GENERAL PROVISIONS 14.1. NOTICES: Whenever this Lease requires either party to give notice to the other,the notice shall be given in writing and delivered in person or mailed,by certified or registered mail, return receipt requested, to the party at the address set forth below, or such other address designated by like written notice: City of Port Arthur 444 4th Street Attn: Office of City Manager Port Arthur, Texas 77640 Tender Loving Care Center for Children dba Legacy, CDC Attn: Vivian Ballou, Executive Director 3025 Plaza Circle Port Arthur, Texas 77642 All notices, demands and requests shall be effective upon being deposited in the United States Mail or, in the case of personal delivery, upon actual receipt. 14.2. NO BROKERAGE: Lessee and Lessor warrant that neither has dealt with any broker other than n/a in connection with the consummation of this Lease, and in the event any claim is made against Lessor relative to dealings with brokers other than n/a, Lessee shall defend the claim against Lessor with counsel of Lessor's selection and save harmless and indemnify Lessor on account of loss, cost or damage which may arise by reason of any such claim. 14.3. SEVERABILITY AND DURATION OF: If any term or provision of this Agreement or the application thereof to any party hereto or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to any party hereto or circumstances other than those as to which it is invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 14.4. WAIVER: The waiver by Lessor at any given time of any term or condition of this Lease, or the failure of Lessor to take action with respect to any breach of any such term or condition, shall not be deemed to be a waiver of such term or condition with regard to any subsequent breach of such term or condition,or of any other term or condition of the Lease. Lessor may grant waivers in the terms of this Lease, but such waivers must be in writing and signed by Lessor before being effective. The subsequent acceptance of Ground Lease Fee payments by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term or condition of this Lease, other than the failure of the Lessee to pay the particular Ground Lease Fee so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such Ground Lease Fee payment. 14.5. LESSOR'S RIGHT TO PROSECUTE OR DEFEND: Lessor shall have the right,but shall be under no obligation,to prosecute or defend,in its own or the Lessee's name,any actions or proceedings appropriate to the protection of its title to, and Lessee's interest in, the Leased Premises. Whenever requested by Lessor, Lessee shall give Lessor all reasonable aid in any such action or proceeding. 14.6. CONSTRUCTION: Whenever in this Lease a pronoun is used it shall be construed to represent either the singular or the plural,masculine or feminine,as the case shall demand. 14.7. CAPTIONS AND TABLE OF CONTENTS: The captions and table of contents appearing in this Lease are for convenience only, and are not a part of this Lease and do not in any way limit or amplify the terms or conditions of this Lease. 14.8. PARTIES BOUND: This Lease sets forth the entire agreement between Lessor and Lessee with respect to the leasing of the Land; it is binding upon and inures to the benefit of these parties and, in accordance with the provisions of this Lease, their respective successors in interest. This Lease may be altered or amended only by written notice executed by Lessor and Lessee or their legal representatives or,in accordance with the provisions of this Lease, their successors in interest. 14.9. GOVERNING LAW: This Lease shall be interpreted in accordance with and governed by the laws of State of Texas. The language in all parts of this Lease shall be, in all cases, construed according to its fair meaning and not strictly for or against Lessor or Lessee. 14.10. RECORDING: The parties agree, as an alternative to the recordation of this Lease, to execute a so called Notice of Lease or Short Form Lease in form recordable and complying with applicable law and reasonably satisfactory to Lessor's attorneys. In no event shall such document set forth the rent or other charges payable by Lessee under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease, and is not intended to vary the terms and conditions of this Lease. 14.11. LESSOR's Limited Liability: Lessee will look solely to Lessor's interest in the Land for recovering any judgment or collecting any obligation from Lessor or any other Lessor Party. Lessee agrees that neither Lessor nor any other Lessor Party will be personally liable for any judgment or deficiency decree. In no event is Lessor or any Lessor Party liable to lessee or any other person for consequential, indirect, special or punitive damages. SIGNATURES ON NEXT PAGE Signed and Agreed to on the day of , 2020. CITY OF PORT ARTHUR By: Ron Burton, City Manager ATTEST: Sherri Bellard, City Secretary Agreed To By: Tender Loving Care Center for Children d/b/a Legacy Community Development Corporation Vivian Ballou, Executive Director EXHIBIT A: LEGAL DESCRIPTION Legal Description: Lot 9 Block 84, City of Port Arthur Street Address: 1021 Rev Ransom Howard Street EXHIBIT B: PERMITTED MORTGAGES The provisions set forth in this Exhibit shall be understood to be provisions of Article 8 of the Lease to which the Exhibit is attached and in which the Exhibit is referenced.All terminology used in this Exhibit shall have the meaning assigned to it in the Lease. A. STANDARD PERMITTED MORTGAGE: A "Standard Permitted Mortgage," as identified in section 8.1 of the Lease to which this Exhibit is attached, shall be a mortgage that meets the following requirements. Such Mortgage shall run in favor of either (a) a so called institutional lender such as, but not limited to, a federal, state,or local housing finance agency, a bank(including savings and loan association or insured credit union), an insurance company, a pension and/or profit sharing fund or trust, or any combination of the foregoing, the policies and procedures of which institutional lender are subject to direct governmental supervision, or(b) a"community development financial institution" as certified by the U.S. Department of the Treasury, or similar nonprofit lender to housing projects for low and moderate income persons. Such Mortgage shall be a first lien on all or any of the Improvements and the Lessee's interest in the Leased Premises (the "Security"). Such Mortgage and related documentation shall provide, among other things, that in the event of a default in any of the mortgagor's obligations thereunder, the holder of such Mortgage shall notify Lessor and TDHCA of such fact and Lessor shall have the right(but shall not have the obligation)within 120 days after its receipt of such notice,to cure such default in the mortgagor's name and on mortgagor's behalf, provided that payments that become due to the holder during such 120 day period (or such lesser time period as may have been required to cure such default) are made to the holder, and shall further provide that said holder shall not have the right, unless such default shall not have been cured within such time, to accelerate the note secured by such Mortgage or to commence to foreclose under the Mortgage on account of such default. Such Mortgage and related documentation shall provide, among other things, that if after such cure period the holder intends to accelerate the note secured by such Mortgage or initiate foreclosure proceedings under the Mortgage, in accordance with the provisions of this Lease, the holder shall first notify Lessor and TDHCA of its intention to do so and Lessor shall have the right, but not the obligation, upon notifying the holder within thirty (30) days of receipt of said notice from said holder, to pay off the indebtedness secured by such Mortgage and to acquire such Mortgage. Such Mortgage and related documentation shall provide, among other things, that, in the event of foreclosure sale by a Permitted Mortgagee or the delivery of a deed to a Permitted Mortgagee in lieu of foreclosure, upon acquisition of title to the Improvements and the Lessee's interest in the Leased Premises by the Permitted Mortgagee, the Permitted Mortgagee shall give the Lessor written notice of such acquisition and the Lessor shall have an option to purchase the Improvements and acquire the Lessee's interest in the Leased Premises from the Permitted Mortgagee for the full amount owing to the Permitted Mortgagee under the Permitted Mortgage; provided,however,that the Lessor gives written notice to the Permitted Mortgagee of the Lessor's intent to purchase the Improvements and acquire the Lessee's interest in the Leased Premises within thirty(30) days following the Lessor's receipt of the Permitted Mortgagee's notice of such acquisition of the Improvements and Lessee's interest;further provided that Lessor shall complete the purchase of the Improvements and acquisition of Lessee's interest in the Leased Premises within sixty(60) days of having given written notice of its intent to purchase; and provided that, if the Lessor does not complete the purchase within such period,the Permitted Mortgagee shall be free to sell the Improvements and transfer the Lessee's interest in the Leased Premises to another person. Such Mortgage and related documentation shall not contain any provisions other than provisions generally contained in mortgages used for similar transactions in the State of Texas by institutional mortgagees. Such Mortgage and related documentation shall not contain any provisions which could be construed as rendering Lessor or any subsequent holder of the Lessor's interest in and to this Lease, or their respective heirs, executors, successors or assigns,personally liable for the payment of the debt evidenced by such note and such Mortgage or any part thereof. Such Mortgage and related documentation shall contain provisions to the effect that the holder of such Mortgage shall not look to Lessor or Lessor's interest in the Leased Premises, but will look solely to Lessee, Lessee's interest in the Leased Premises, the Improvements, or such other buildings and improvements which may from time to time exist on the Leased Premises, for the payment of the debt secured thereby or any part thereof(it is the intention of the parties hereto that Lessor's consent to such Mortgage shall be without any liability on the part of Lessor for any deficiency judgment or any acts or omissions of Lessee under the Mortgage). Such Mortgage and related documentation shall provide that in the event any part of the Security is taken in condemnation or by right of eminent domain, the proceeds of the award shall be paid over to the holder of the Mortgage in accordance with the provisions of Article 9 hereof. Such Mortgage and related documentation shall contain nothing that obligates Lessor to execute an assignment of the Ground Lease Fee or other rent payable by Lessee under the terms of this Lease. B. RIGHTS OF PERMITTED MORTGAGEE: The rights of a holder of a Permitted Mortgage ("Permitted Mortgagee") as referenced under section 8.2 of the Lease to which this Exhibit is attached shall be as set forth below. 1. Permitted Mortgagee shall without requirement of consent by the Lessor have the right, but not the obligation, to: (i) cure any default under this Lease, and perform any obligation required under this Lease within the same time frame as provided to Lessee or within 30 days whichever is greater, such cure or performance by a Permitted Mortgagee being effective as if it had been undertaken and performed by Lessee; (ii) acquire and convey, assign, transfer, and exercise any right,remedy or privilege granted to Lessee by this Lease or otherwise by law,subject to the provisions, if any, in said Permitted Mortgage, which may limit any exercise of any such right,remedy or privilege; and (iii)rely upon and enforce any provisions of the Lease to the extent that such provisions are for the benefit of Permitted Mortgagee. 2. Permitted Mortgagee shall not, as a condition to the exercise of its rights under the Lease,be required to assume personal liability for the payment and performance of the obligations of the Lessee under the Lease. Any such payment or performance or other act by Permitted Mortgagee under the Lease shall not be construed as an agreement by Permitted Mortgagee to assume such personal liability except to the extent Permitted Mortgagee actually takes possession of the Security. In the event Permitted Mortgagee does take possession of the Security and thereupon transfers the Security, any such transferee shall be required to enter into a written agreement assuming such personal liability and upon any such assumption the Permitted Mortgagee shall automatically be released from personal liability under the Lease. 3. In the event that title to the estates of both Lessor and Lessee shall be acquired at any time by the same person or persons, no merger of these estates shall occur without the prior written declaration of merger by Permitted Mortgagee, so long as Permitted Mortgagee owns any interest in the Security or in a Permitted Mortgage. In the event that the estate of Lessor is owned at any time by Lessee (regardless of a merger), or by any person in which Lessee has a direct or indirect interest, Permitted Mortgagee shall not be obligated to cure any default of Lessee under the Lease as condition to the forbearance by Lessor in the exercise of Lessor's remedies as provided in the Lease. 4. If the Lease is terminated for any reason, or in the event of the rejection or disaffirmance of the Lease pursuant to bankruptcy law or other law affecting creditors' rights, Lessor shall enter into a new lease of the Leased Premises with the Permitted Mortgagee (or with any party designated by the Permitted Mortgagee, subject to Lessor's approval, which approval shall not be unreasonably withheld), not more than thirty (30) days after the request of the Permitted Mortgagee. Such lease shall be for the remainder of the term of the Lease, effective as of the date of such termination, rejection, or disaffirmance, and upon all the terms and provisions contained in the Lease. However, the Permitted Mortgagee shall make a written request to Lessor for such new lease within sixty(60) days after the effective date of such termination,rejection, or disaffirmance, as the case may be. Such written request shall be accompanied by a copy of such new lease, duly executed and acknowledged by the Permitted Mortgagee or the party designated by the Permitted Mortgagee to be the Lessee thereunder, and the Permitted Mortgagee shall have cured all defaults under the Lease which can be cured by the payment of money. Any new lease made pursuant to this section shall have the same priority with respect to other interests in the Premises as the Lease. The provisions of this section shall survive the termination, rejection, or disaffirmance of the Lease and shall continue in full effect thereafter to the same extent as if this section were independent and an independent contract made by Lessor, Lessee, and the Permitted Mortgagee. 5. The Lessor shall have no right to terminate the Lease during such time as the Permitted Mortgagee has commenced foreclosure in accordance with the provisions of the Lease and is diligently pursuing the same. 6. In the event that Lessor sends a notice of default under the Lease to Lessee, Lessor shall also send a notice of Lessee's default to Permitted Mortgagee. Such notice shall be given in the manner set forth in section 14.2 of the Lease to the Permitted Mortgagee at the address that has been given to Lessor by the Permitted Mortgagee by written notice sent in the manner set forth in section 14.2 of the Lease. EXHIBIT C: SUMMARY OF LEGAL AND REGULATORY CITATIONS 1. Section 2301(b) of the Housing and Economic Recovery Act of 2008 (Pub. L 110-289, approved July 30, 2008) 2. Community Development Block Grant federal regulations (24 C.F.R. Part 570), as applicable; 3. HOME Investment Partnerships Program federal regulations (24 C.F.R. Part 92), as applicable; 4. Chapter; 24 C.F.R. Part 58 for environmental clearance requirements; 5. 24 C.F.R. Parts 84 and 85, as applicable, for such issues as procurement and conflict of interest; 6. Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. §1701u) and implementing regulations at 24 C.F.R.Part135; 7. relocation assistance provisions at 42 U.S.0 §5304(d) and 24 C.F.R. Part 42. (as amended by HERA); 8. lead based paint procedures (24 C.F.R. Part 35, subparts A, B, J. K, and R); 9. 24 C.F.R. Parts 100-115 for fair housing; 10. Chapter 2306 of the Texas Government Code; 11. Title 10, Chapter 20 of the Texas Administrative Code 12. Title 10, Chapter 29 of the Texas Administrative Code,Texas Single Family NSP Rule; 13. Title 10, Chapters 1 and 60 of the Texas Administrative Code; 14. the Texas NSP1 Notice of Funding Availability; 15. the NSP technical manual; and;training materials and other publications of the Texas NSP Overview of Ground Lease for the Affordable Communities of Texas Neighborhood Stabilization Program 1047 Rev Ransom Howard Street, Port Arthur, Texas The following information and overview is being provided as a guide to understanding the purpose and use of the ground lease.If you have any questions about this overview or the ground lease,please contact us as soon as possible. Key Terms of the Lease • This Ground Lease is used to convey development rights for the property listed under the NSP program. • The initial term of the lease is one(1)year and construction activity must start within six(6)months. • The homes constructed on NSP lots may only be sold to Qualified Households,as defined herein.This means that the household may not have an income that exceeds 120%of the area median income based on family size for the county in which the property is located. • Local Partner is responsible for marketing, assisting potential Qualified Households with completing the necessary TDHCA application and income qualification documentation, and facilitating submission of the applicable loan and title documentation. Once completed such information and supporting documentation should be forwarded to the Corporation.Electronic submission is acceptable. • All rehabilitation and construction activities will meet local building codes and include Energy Star certified appliances and mechanical system upgrades, as needed. New homes must be built to full Energy Star standards. • Until this ground lease is fully executed, the Local Partner has no rights to develop, market, or sell the property,and to do so would constitute a violation of this agreement. • Leasing or subleasing the property to a Qualified Household or any other party is strictly prohibited. • This entire Ground Lease is subject to the rules and regulations of the TDHCA NSP program. See Exhibit C for more information and regulations. GROUND LEASE BETWEEN CITY OF PORT ARTHUR AND TENDER LOVING CARE CENTER FOR CHILDREN DBA LEGACY COMMUNITY DEVELOPMENT CORPORATION FOR PROPERTY LOCATED AT: 1047 REV RANSOM HOWARD STREET TABLE OF CONTENTS ARTICLE 1: TITLE ARTICLE 2: Demise of Leased Premises 2.1. PREMISES: 2.2. RESERVATION OF MINERAL RIGHTS: ii ARTICLE 3: Duration of Lease ii 3.1. PRINCIPAL TERM. ii 3.2. TERMINATION• ii 3.3. EXTENSION OF LEASE: ii 3.4. CHANGE OF LESSOR AND LESSEE'S RIGHT TO PURCHASE. iii ARTICLE 4: Use of Leased Premises iii 4.1. RESIDENTIAL USE ONLY: iii 4.2. RESPONSIBLE USE AND COMPLIANCE WITH LAW: iii 4.3. RESPONSIBLE FOR OTHERS. iii 4.4. SUBLEASES: iii 4.5. CONSTRUCTION AND/OR REHABILITATION OF IMPROVEMENTS: 4.6. INSPECTION: iv 4.7. MAINTENANCE AND REPAIRS: iv ARTICLE 5: Ground Lease Fee iv 5.1. GROUND LEASE FEE: iv ARTICLE 6: Taxes and Assessments iv 6.1. TAXES AND ASSESSMENTS: iv 6.2. TAXES ON LEASED PREMISES: v 6.3. LESSEE'S RIGHT TO CONTEST: v 6.4. PAYMENTS IN EVENT OF DELINQUENCY: v 6.5. PROOF OF COMPLIANCE: v ARTICLE 7: Improvements 7.1. OWNERSHIP: 7.2. CONSTRUCTION REHABILITATION AND ALTERATION: v 7.3. PROHIBITION OF LIENS: vi 7.4. MAINTENANCE AND SERVICES• vi 7.5. DISPOSITION OF IMPROVEMENTS UPON EXPIRATION OF LEASE TERM: vi ARTICLE 8: Financing vi 8.1. PERMITTED MORTGAGE: vi 8.2. RIGHTS OF PERMITTED MORTGAGEE: vii 8.3. LESSOR'S RIGHT TO PROCEEDS IN EXCESS OF PURCHASE OPTION PRICE: vii 8.4. AMENDMENTS SUBJECT TO APPROVAL BY PERMITTED MORTGAGEE: vii ARTICLE 9: Liability, Insurance, Damage and Destruction, Eminent Domain vii 9.1. LESSEE'S LIABILITY: vii 9.2. INDEMNIFICATION OF LESSOR: vii 9.3. PAYMENT BY LESSOR. viii 9.4. INSURANCE. viii 9.5. DAMAGE OR DESTRUCTION• viii 9.6. EMINENT DOMAIN AND PUBLIC DEDICATION: ix ARTICLE 10: Transfer, Sale, or Disposition of Improvements ix 10.1. INTENT: ix 10.2. TRANSFER TO QUALIFIED HOUSEHOLD: ix 10.3. LESSEE'S NOTICE OF INTENT TO SELL• x 10.4. APPRAISAL• x 10.5. LESSOR'S POWER OF ATTORNEY TO CONDUCT SALE- x 10.6. PURCHASE PRICE: x 10.7. FIXED PRICE CONTRACT x 10.8. CALCULATION OF THE FORMULA PRICE:Error! Bookmark not defined. ARTICLE 11: ASSIGNMENT AND SUBLEASE x ARTICLE 12: Default xi 12.1. MONETARY DEFAULT BY LESSEE: xi 12.2. NONMONETARY DEFAULT BY LESSEE: xi 12.3. DEFAULT BY LESSEE RESULTING FROM JUDICIAL PROCESS• xi 12.5. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN INSURANCE: xi 12.6. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN ZONING: xi 12.7. TERMINATION• xi 12.8. REMEDIES: xii 12.9. DEFAULT BY LESSOR- xii 12.10. NO WAIVER• xii ARTICLE 13: WAIVER OF JURY TRIAL xiii 13.1. WAIVER OF JURY TRIAL• xiii ARTICLE 14: General Provisions xiii 14.1. NOTICES• xiii 14.3. NO BROKERAGE: xiii 14.4. SEVERABILITY AND DURATION OF: xiv 14.5. WAIVER: xiv 14.6. LESSOR'S RIGHT TO PROSECUTE OR DEFEND: xiv 14.7. CONSTRUCTION• xiv 14.8. CAPTIONS AND TABLE OF CONTENTS: xiv 14.9. PARTIES BOUND: xiv 14.10. GOVERNING LAW• xiv 14.11. RECORDING: xiv 14.12. LESSOR's Limited Liability: xv exhibit A: LEGAL DESCRIPTION xvii EXHIBIT B: PERMITTED MORTGAGES xviii EXHIBIT C: SUMMARY OF LEGAL AND REGULATORY CITATIONS xxii GROUND LEASE THIS GROUND LEASE (the "Lease") is made and entered into this 2020, by and between the CITY OF PORT ARTHUR, a municipality (the "Corporation" or "Lessor") and TENDER LOVING CARE CENTER FOR CHILDREN "TLCCC" dba LEGACY, COMMUNITY DEVELOPMENT CORPORATION, (the "Lessee" or "Developer"). WHEREAS,the Lessor recognizes that the Lessee shall be treated as a Developer,pursuant to 24 CFR 570.202 and 24 CFR 570.204, as that definition relates to activities on a Leased Premises purchased by the Lessor using Neighborhood Stabilization Program ("NSP") funding from the Texas Department of Housing and Community Affairs ("TDHCA"); and WHEREAS,the Leased Premises described in this Lease have been acquired and are being leased by the Corporation in furtherance of its Charitable Purposes; and WHEREAS, the Lessee shares the purposes and goals of the Corporation and has agreed to enter into this Lease to obtain those benefits to which the Lessee is entitled under this Lease, and also to further the Charitable Purposes of the Lessor; and WHEREAS, Lessor and Lessee recognize the special nature of the terms and conditions of this Lease, and each of them, with the independent and informed advice of legal counsel, freely accepts these terms and conditions, including those terms and conditions that may affect the marketing and resale price of any Improvements on the Leased Premises(hereinafter defined); and WHEREAS, it is mutually understood and accepted by Lessor and Lessee that the terms and conditions of this Lease further their shared goals over an extended period of time and through a succession of owners; NOW THEREFORE, in consideration of the foregoing recitals, of mutual promises of Lessor and Lessee, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Lessor and Lessee agree as follows: ARTICLE 1: TITLE Subject to the terms and provisions of this Lease, Lessor owns and will maintain fee simple title to the land and improvements more particularly described on Exhibit A attached hereto and incorporated herein. At any time during the term of this Lease, Corporation and Developer may convey all of their right,title,and interest in the Land and Improvements to a Qualified Household per Article 10.2 at which time the terms Land and Improvements as used in this Lease shall mean, at the time in question, the Land and Improvements then owned in fee simple by Corporation and Developer, as applicable. ARTICLE 2: DEMISE OF LEASED PREMISES 2.1. PREMISES: The Lessor, in consideration of the rents reserved and the terms and conditions of this Lease, does hereby demise and leave unto Lessee, and Lessee does hereby take and hire from Lessor, the property (referred to in this Lease as the "Leased Premises") described in the attached Exhibit A. Lessor has furnished to Lessee a copy of the most current,if any,title report previously obtained by Lessor for the Leased Premises, and Lessee accepts the Leased Premises in their condition "as is" as of the execution of this Lease. 2.2. RESERVATION OF MINERAL RIGHTS: Lessor reserves to itself all the minerals and other extractive resources of the Leased Premises, if such rights were acquired by the Lessor and any such minerals or other extractive resources are discovered on the Leased Premises. This reservation shall not diminish the right of the Lessee under this Lease to occupy and freely use the Leased Premises. Any eventual extraction by the Lessor of minerals or other extractive resources shall be carried out with as little disruption to the Lessee as is reasonably possible.In instances requiring a material disruption of the Lessee's right of use and occupancy of the Leased Premises, the Lessor shall not make such extraction without the consent of the Lessee. ARTICLE 3: DURATION OF LEASE 3.1. PRINCIPAL TERM: The term of this Lease shall be One (1) year, commencing on , 2020, and terminating at 11:59 p.m. Central Time on , 2020,unless terminated sooner or extended as provided herein. 3.2. TERMINATION: This Lease shall terminate upon the sale or conveyance of the Leased Premises by the Lessor and the Improvements (hereinafter defined) by the Lessee to a Qualified Household(s) (hereinafter defined). Lessor may terminate this Lease upon 60 days written notice to Lessee if, in Lessor's reasonable determination, construction and/or rehabilitation of the Improvements is not proceeding in a manner that will produce completed,marketable Improvements by the end of the principal term of this Lease. 3.3. EXTENSION OF LEASE: The principal term of this Lease may be extended, subject to approval by the Lessor and the Lessee and subject to all the provisions of this Lease. If the Lessor determines to extend this Lease,then Lessor shall give Lessee written notice,stating the date of expiration of the Lease, describing any changes that Lessor intends to make to the terms of the Lease as permitted herein, and reiterating the conditions for renewal as set forth immediately below("the Expiration Notice"). Lessee's ability to extend this Lease is subject to the following conditions: (a)within ninety(90) days of receipt of the Expiration Notice,Lessee shall give Lessor written notice,irrevocably exercising the option to extend ("the Extension Notice"); (b) the Lessor shall agree in writing to any extension; (c) this Lease shall be in effect at the time the Extension Notice is given and on the last day of the term; and (d) there shall not be an Event of Default (hereinafter defined) by Lessee under this Lease or under any loan documents between Lessee and any Permitted Mortgagee (hereinafter defined) at the time the Extension Notice is given and on the last day of the term. Lessee shall have the right to request a 120 day extension on the Leased Premises if Lessee has begun the construction of Improvements, as defined herein, or has completed the construction of Improvements and is in the process of marketing and selling such Improvements. Lessor may not reasonably delay the approval of such an extension. 3.4. CHANGE OF LESSOR AND LESSEE'S RIGHT TO PURCHASE: Except as described herein, in the event that ownership of the Land is conveyed or transferred (whether voluntarily or involuntarily) by Lessor to any other person or entity, this Lease shall not cease, but shall remain binding and unaffected. However, in the event Lessor desires or attempts to convey the Land to any person or entity other than a Qualified Household, nonprofit corporation,charitable trust, governmental agency or other similar entity sharing the Charitable Purpose described in the recitals above,the Lessee shall have a right of first refusal to purchase the Land subject to affordability restrictions and in accordance with any sale procedures required by TDHCA or the United States Department of Housing and Urban Development ("HUD") in respect to the NSP. Lessee hereby acknowledges that TDHCA may require that a land use restriction agreement pertaining to use of the Leased Premises by Qualified Households (the "TDHCA LURA") be recorded against the Land on or before the consummation of any such sale or conveyance. ARTICLE 4: USE OF LEASED PREMISES 4.1. RESIDENTIAL USE ONLY: Lessee shall use, and shall cause all contractors, consultants or other subcontracted parties to use, the Leased Premises for the purpose of constructing improvements in the form of residential housing units ("Improvements") for use by a Qualified Household and any incidental activities related to residential use that are currently permitted by applicable zoning law. 4.2. RESPONSIBLE USE AND COMPLIANCE WITH LAW: Lessee shall use its best efforts to use the Leased Premises in a manner so as not to cause actual harm to others or create any nuisances,public or private;and shall dispose of any and all waste in a safe and sanitary manner. Lessee shall maintain the Leased Premises and Improvements in good, safe, and habitable condition in all respects,except for normal wear and tear,in full compliance with all applicable laws and regulations, and in such condition as is required to maintain the insurance coverage required by section 9.4 of this Lease. 4.3. RESPONSIBLE FOR OTHERS: Lessee shall be responsible for the use of the Leased Premises by all contractors, consultants, other subcontracted parties and visitors and anyone else using the Leased Premises with their consent and shall make all such parties aware of the spirit, intent and appropriate terms of this Lease, as is reasonably necessary. 4.4. SUBLEASES: Lessee shall not sublease or lease any part of the Leased Premises. Any rents, fees or other forms of income collected by the Lessee either directly or indirectly from the use or permitted use of the Leased Premises must be forfeited to the Corporation and shall be determined part of the Ground Lease Fee, as defined in section 5 of this Lease. 4.5. CONSTRUCTION AND/OR REHABILITATION OF IMPROVEMENTS: The Local Partner must conduct and complete construction and/or rehabilitation of the Leased Premises within a reasonable time frame. Construction shall commence within 6 months of the Effective Date of this Lease. All construction and/or rehabilitation shall be completed pursuant to the requirements of the Corporation's ACT program policies, this Lease, and any and all provisions of the Memorandum of Understanding (the "MOU") between the Corporation and Local Partner, and in full compliance with all laws and regulations cited in the attached Exhibit C. 4.6. INSPECTION: Lessor, or TDHCA or its agents, may inspect any portion of the Leased Premises including the interior(s) of Lessee's Improvements, at any reasonable time, and in any reasonable manner, upon at least 48 hours oral or written notice to Lessee. In the event of emergency, Lessor may inspect any portion of the Leased Premises including the interior(s) of Lessee's Improvements without notice provided the Lessor shall have made reasonable efforts to give advance notice to Lessee. 4.7. MAINTENANCE AND REPAIRS: Lessee shall order and cause to have completed general maintenance of the Leased Premises. This includes regular mowing to avoid fees or fines,upkeep or repair of existing fences, and other maintenance or repairs necessary to maintain the Leased Premises in compliance with local codes or homeowners associations. Lessor shall reimburse the Lessee or pay the Lessee's service providers directly reasonable, necessary and customary charges for all general maintenance activities allowed under the NSP, provided the cost of such maintenance activities is documented according to the requirements of the NSP, and further provided that all such maintenance activities are undertaken in full compliance with all laws and regulations cited in the attached Exhibit C. Lessee must obtain Lessor's consent before ordering any maintenance that will be paid by the Lessor, and Lessor shall respond in a timely manner nor deny any reasonable requests. ARTICLE 5: GROUND LEASE FEE 5.1. GROUND LEASE FEE: A Ground Lease Fee of$1.00 will be due and payable to Lessor by Lessee annually beginning ,2020 and on of each year thereafter to secure the rights under this Agreement. If the Ground Lease Fee is not paid within 10 days of the due date, interest will accrue at the rate of five percent per annum. The requirement to make any annual payment of the Ground Lease Fee may be waived by Lessor if, in Lessor's sole determination, construction and/or rehabilitation of the Improvements is proceeding in a timely and acceptable manner. Lessor will notify Lessee in writing no later than 5 business days prior to the due date whether the Ground Lease Fee is due and payable or is being waived. If the Lessee has violated the terms and conditions of this Agreement by earning a financial benefit from a Sub-Lease or other agreement with a third party for the use of the Leased Premises, the Lessee shall pay an amount equal to the financial benefit earned to the Lessor as an additional Ground Lease Fee within 10 days of the Lessor's request. ARTICLE 6: TAXES AND ASSESSMENTS 6.1. TAXES AND ASSESSMENTS: Lessee shall be responsible for payment of all taxes and governmental assessments, if any,that relate to the Improvements and it leasehold interest in the Leased Premises. Lessee shall also pay directly, when due, all other service bills, utility charges, or other governmental assessments charged against the Leased Premises. Lessor is exempt from paying any taxes or assessments on its fee simple interest in the Land to the State of Texas or any political subdivision thereof; however, the Lessee's leasehold interest in the Land and ownership interest in the Improvements may be subject to taxation and/or assessment. Lessor shall reimburse Lessee for costs incurred for such taxes and assessments to the extent such reimbursement is allowed by the NSP and is in compliance with all laws and regulations cited in the attached Exhibit C. 6.2. TAXES ON LEASED PREMISES: In the event that the local taxing authority bills Lessor for the taxes on any and all Personal Property of the Lessee or Improvements constructed or rehabilitated by the Lessee on the Leased Premises, Lessor shall pass the responsibility for this expense to Lessee and Lessee shall promptly pay this bill. 6.3. LESSEE'S RIGHT TO CONTEST: Lessee shall have the right to contest the amount or validity of any taxes relating to the Improvements and Leased Premises. Lessor shall,upon written request by Lessee,join in any such proceedings if Lessee reasonably determines that it is necessary or convenient for Lessor to do so. All other costs and expenses of such proceedings shall be paid by Lessee. 6.4. PAYMENTS IN EVENT OF DELINQUENCY: In the event that Lessee fails to pay the taxes or other charges specified in section 6.1 above, Lessor may increase,but shall not be obligated to increase, Lessee's Ground Lease Fee in an amount that will offset the cost of any delinquent and current taxes or other charges relating to the Improvements and Leased Premises. Upon collecting any such amount, Lessor shall pay the amount collected to the taxing authority in a timely manner. 6.5. PROOF OF COMPLIANCE: Concurrently with the payment of any taxes, assessments, and charges required or permitted by the provisions of this Lease, each party shall furnish evidence satisfactory to the other documenting the payment. A photocopy of a receipt for such charges showing payment prior to the due date shall be the usual method of furnishing such evidence. ARTICLE 7: IMPROVEMENTS 7.1. OWNERSHIP: It is agreed that all buildings, structures, fixtures, and other Improvements purchased by the Lessee or constructed or placed by the Lessee on any part of the Leased Premises at any time during the term of this Lease (the"Improvements") shall be property of the Lessee. Title to such Improvements shall be and remain vested in the Lessee, provided,however,Lessee's exercise of the rights of ownership is subject to the provisions of this Lease, including but not limited to provisions regarding the disposition of Improvements by the Lessee and ownership of Improvements after termination of this Lease. Lessee agrees that Lessee will not sever or move the Improvements from the Land. 7.2. CONSTRUCTION REHABILITATION AND ALTERATION: Any construction in connection with an existing or new Improvement is subject to the following conditions: (a) all costs shall be borne and paid for by the Lessee; (b) all construction shall be performed in a worker-like manner and shall comply with all applicable laws and regulations and policies of the Lessor; (c) all construction or rehabilitation shall be consistent with the permitted uses set forth in Article 4; (d) the exterior (including height) of such Improvements shall not be increased or expanded and new Improvements shall not be constructed without the prior written consent of Lessor, who, however, shall not unreasonably withhold such consent; and (e) Lessee shall furnish to Lessor a copy of any plans and all building permits for such construction prior to commencing construction. 7.3. PROHIBITION OF LIENS:No lien of any type shall attach to the Lessor's title to the Land or to Lessor's interest in the Leased Premises or to any other property owned by the Lessor without Lessor's prior written consent, which consent may be withheld in Lessor's sole discretion.Lessee shall not permit any statutory or similar lien to be filed against the Leased Premises, the Improvements, or any interest of Lessor or Lessee that remains more than sixty(60) days after it has been filed. Lessee shall cause any such lien to be discharged of record by payment, deposit, bond, order of a court of competent jurisdiction, or as otherwise permitted by law. If Lessee fails to cause such lien to be discharged within such 60 day period, then, in addition to any other right or remedy, Lessor may, but shall not be obligated to, discharge the lien by paying the amount in question. Lessee may, at Lessee's expense, contest the validity of any such asserted lien, provided Lessee has furnished a bond in an amount sufficient to release the Leased Premises from such lien. Any amounts paid by Lessor to discharge such liens shall be deemed to be an additional Ground Lease Fee payable by Lessee upon demand. 7.4. MAINTENANCE AND SERVICES: Lessee shall maintain the Leased Premises and all Improvements as required by sections 4.2 and 4.7 above. Lessor shall not be required to furnish any services or facilities, including but not limited to heat, electricity, air conditioning, or water, or to make any repairs to the Leased Premises or Improvements, and Lessee hereby assumes the sole responsibility for furnishing all services or facilities. 7.5. DISPOSITION OF IMPROVEMENTS UPON EXPIRATION OF LEASE TERM: Upon the expiration of the term of this Lease as such term may be extended or sooner terminated in accordance with this Lease, other than by sale to a Qualified Household, Lessee shall surrender the Improvements together with the Leased Premises to the Lessor. Ownership of the Improvements shall thereupon revert to Lessor. ARTICLE 8: FINANCING 8.1. PERMITTED MORTGAGE: Lessee may mortgage the Leased Premises only with the written consent of Lessor, as such consent is permitted or required by this section.Not less than thirty (30) days prior to the date on which Lessee requests Lessor's consent to a mortgage to be effective, Lessee shall furnish to Lessor copies of every document to be executed in connection with the transaction represented by such mortgage. Lessor may choose to consent to any mortgage, and in so doing shall designate such mortgage as a "Permitted Mortgage."However, Lessor shall be required to consent to a mortgage only if (a) at the time such copies of documents are submitted and at the time proposed by Lessee (or prospective Lessee)for the execution of such documents,no default is then outstanding; and (b) the mortgage so submitted is a Standard Permitted Mortgage as defined in the attached Exhibit B. Lessee shall pay to Lessor at Lessor's option, as additional Ground Lease Fee, all reasonable fees, costs, and expenses, including, without limitation, reasonable attorneys' fees,incurred by Lessor in connection with any Permitted Mortgage. 8.2. RIGHTS OF PERMITTED MORTGAGEE: Any holder of a Permitted Mortgage ("Permitted Mortgagee")shall without requirement of consent by the Lessor have the rights identified and defined in the attached Exhibit B. 8.3. LESSOR'S RIGHT TO PROCEEDS IN EXCESS OF PURCHASE OPTION PRICE: The parties recognize that it would be contrary to the fundamental concept of this agreement and an incentive to abuse Developer's authorization to encumber its leasehold interest with a Permitted Mortgage if Developer could realize more than the Purchase Option Price as the result of any foreclosure of any mortgage. Accordingly, Developer hereby irrevocably assigns to Lessor any and all net proceeds of sale of the Improvements remaining after payment of costs of foreclosure and satisfaction of the lien of any Permitted Mortgagee which would otherwise have been payable to Developer, to the extent such net proceeds exceed the net proceeds that Developer would have received had the property been sold for the Purchase Option Price established in Article 10 of this Lease, and authorizes and instructs the Permitted Mortgagee or any party conducting any sale to pay the amount of said excess proceeds directly to Lessor. In the event that, for any reason, such excess proceeds are paid to Developer, Developer hereby agrees to promptly pay the amount of such excess proceeds to Lessor. 8.4. AMENDMENTS SUBJECT TO APPROVAL BY PERMITTED MORTGAGEE: Any amendments to this Lease shall be subject to the reasonable written approval of Permitted Mortgagee, which approval shall not be unreasonably withheld or delayed. The passage of thirty(30) days after submittal to Permitted Mortgagee of a proposed amendment without approval or disapproval by Permitted Mortgagee shall be deemed approval thereof. ARTICLE 9: LIABILITY, INSURANCE, DAMAGE AND DESTRUCTION, EMINENT DOMAIN 9.1. LESSEE'S LIABILITY: Lessee assumes sole responsibility and liability to all persons and authorities related to its possession, occupancy, and use of the Leased Premises. 9.2. INDEMNIFICATION OF LESSOR: To the fullest extent allowable under the laws,Lessee releases and will indemnify,protect,defend(with counsel reasonably acceptable to Lessor) and hold harmless Lessor and Lessor's officers, directors, employees, agents and contractors, and TDHCA and its officers, directors, employees, agents and contractors, from and against any and all claims,actions,demands,liabilities,damages,costs,penalties, forfeitures, losses or expenses (including, without limitation, reasonable attorneys' fees and the costs and expenses of enforcing any obligation under this Lease), arising from (a) any use of the Leased Premises or Land by Lessee that violates the terms of this Lease; (b) any breach or default by Lessee in the performance of any of Lessee's covenants or agreements in this Lease;(c)any gross negligence or willful misconduct of Lessee;(d) any accident,injury,occurrence or damage in or to the Leased Premises or Land; and(e)to the extent caused by Lessee, any accident, injury, occurrence or damage in, on, about or to the Land. The obligations of Lessee under this Section 9.2 survive the expiration or earlier termination of this Lease. 9.3. PAYMENT BY LESSOR: In the event the Lessor shall be required to pay any sum that is the Lessee's responsibility or liability, the Lessee shall reimburse the Lessor for such payment and for reasonable expenses caused thereby. 9.4. INSURANCE: Lessee shall,at Lessee's sole expense,keep all Improvements continuously insured against loss or damage by fire and the extended coverage hazards for the full replacement value of such Improvements. Lessee shall,at Lessee's sole expense, maintain continuously in effect liability insurance covering the Leased Premises and Improvements in the amounts of not less than FIVE HUNDRED THOUSAND dollars ($500,000) for injury to or death of any one person; and ONE MILLION dollars ($1,000,000) for injury to or death of any number of persons in one occurrence; and FIVE HUNDRED THOUSAND dollars ($500,000) for property damage. The dollar amounts of this coverage shall be adjusted at two-year intervals,beginning on the date this Lease is signed,or upon Lessor's demand given not more often than annually, upon 30 days' notice to Lessee. This adjustment shall be equal to the percentage of change (positive or negative), over the period in question, of the Consumer Price Index for urban wage earners and clerical workers for the urban area in which the Leased Premises are located, or, if none, for urban areas the size of 100,000, or such other index as reasonably measures adjustments in coverage amounts for the applicable type of insurance. Such index is maintained by the Office of Prices and Living Conditions of the Bureau of Labor Statistics, of the U.S. Department of Labor. Such insurance shall specifically insure Lessee against all liability assumed under this Lease, as well as all liability imposed by law, and shall also insure Lessor and TDHCA as additional insured parties so as to create the same liability on the part of insurer as though separate policies had been written for Lessor,TDHCA and Lessee. Lessee shall provide Lessor with copies of all policies and renewals of policies. All policies shall also (i) include Lessor as an additional insured and (ii) contain endorsements providing that they shall not be cancelled, reduced in amount or coverage or otherwise modified by the insurance carrier involved without at least thirty (30) days' prior written notice to Lessor. Lessor shall be entitled to participate in the settlement or adjustment of any losses covered by such policies of insurance. 9.5. DAMAGE OR DESTRUCTION: Except as provided below, in the event of fire or other damage to the Improvements, Lessee shall take all steps necessary to ensure the repair of such damage and the restoration of the Improvements to their condition immediately prior to the damage.All such repairs and restoration shall be completed as promptly as possible. Lessee shall also promptly take all steps necessary to ensure that the Leased Premises are safe and that the damaged Improvements do not constitute a danger to persons or property. If Lessee, using reasonable judgment and relying on professional estimates, determines either(a) that full repair and restoration is physically impossible,or(b)that the available insurance proceeds will pay for less than eighty percent (80%) of the cost of repair and restoration (provided Lessee has fulfilled all the hazard insurance requirements set forth in section 9.4 above),then Lessee may terminate this Lease by written notice to Lessor given not later than sixty(60)days after the event that caused the damage. However, such termination shall not be effective until forty-five(45)days after the date upon which the notice is received by Lessor. During this 45 day period Lessor may seek an adjustment from the insurer so as to increase the available insurance proceeds to an amount covering at least 80 percent of the cost of repair and restoration. If successful in securing such adjustment, Lessor may render Lessee's termination notice null and void by written notice to Lessee within such 45 day period. If Lessor fails to nullify the termination notice in this way, then this Lease shall terminate at the expiration of the 45 day period, and any insurance proceeds payable to Lessee on account of such damage shall be paid as provided below. The insurance proceeds shall be paid first to cover any expenses of collecting the proceeds. Remaining proceeds shall be paid to the Lessee(or its Permitted Mortgagee to the extent required by the Permitted Mortgage) up to the then applicable Lessor's Purchase Option Price (as of immediately prior to the damage) calculated according to the provisions of Article 10 below. The balance of such proceeds,if any,shall be paid to Lessor and to TDHCA to the extent of its interest. 9.6. EMINENT DOMAIN AND PUBLIC DEDICATION: In the event of a taking of the Leased Premises,to such extent that the Improvements are lost or damaged beyond repair, by reason of eminent domain or other action of public authority prior to the expiration of this Lease, as determined by Lessor, the Lease shall terminate as of the date Lessee is required to give up possession of the Leased Premises or Improvements, and the entire amount of any award(s) paid shall be allocated in the way described in section 9.5 above for insurance proceeds. In the event of a taking of a portion of the Leased Premises that does not result in damage to the Improvements or substantial reduction in the usefulness or desirability of the Improvements for residential purposes, then any monetary compensation for such taking shall be allocated entirely to Lessor and Lessor will proportionately abate, as necessary, the Ground Lease Fee to take into consideration any portion of the Leased Premises that has been lost or materially damaged by reason of eminent domain or other action of public authority and may no longer be used by Lessee for the purposes provided under this Lease. ARTICLE 10: TRANSFER, SALE, OR DISPOSITION OF IMPROVEMENTS 10.1. INTENT: It is the understanding of the parties that the terms of this Lease,and in particular of this Article 10, are intended to preserve the affordability of the Improvements for Qualified Households and expand access to homeownership opportunities for such households. 10.2. TRANSFER TO QUALIFIED HOUSEHOLD: Lessee may transfer its interest in the Leased Premises and the Improvements (the "Offered Property") only to a Qualified Household as defined below or otherwise only as explicitly permitted by the provisions of this Article 10. All such transfers shall be subject to Lessor's review and approval. As a condition to any sale to a Qualified Household, Lessee must provide adequate certification in form promulgated by TDHCA evidencing the purchaser qualifies as a Qualified Household. Lessor will notify Lessee within 10 days of receipt of all such required documentation whether the prospective buyer is approved as a Qualified Household. Lessor and Lessee hereby agree to cooperate to facilitate the sale of the Offered Property as provided by this Lease, including providing such Power of Attorney as may be necessary to accomplish a transfer to a Qualified Household. Upon the consummation of the sale of the interest of Lessee in the Improvements and of Lessor in the Land to a third party,this Lease shall terminate. Any purported transfer done without following the procedures set forth below, except in the case of a transfer to a Permitted Mortgagee in lieu of foreclosure, shall be null and void. A "Qualified Household" shall mean a person or group of persons whose household income does not exceed One Hundred and Twenty percent (120%) of the median household income for the county in which the Leased Premises is located as calculated and adjusted for household size from time to time by HUD or any successor(the "AMFI"). 10.3. LESSEE'S NOTICE OF INTENT TO SELL: In the event that Lessee desires to transfer its interest in the Leased Premises and sell the Improvements, Lessee shall notify Lessor, in writing, of such desire (the"Intent-to-Sell Notice"). 10.4. APPRAISAL: No later than ten (10) days after Lessee gives Intent-To-Sell Notice to Lessor,a market valuation of the Offered Property("the Appraisal")shall be commissioned to be performed by a mutually acceptable and duly licensed appraiser. Lessee shall commission and pay the cost of such Appraisal. The Appraisal shall be conducted by analysis and comparison of comparable properties as though title to Offered Property were held in fee simple absolute, disregarding the restrictions of this Lease on the use of the Land and the transfer of the Improvements.The Appraisal shall state the values contributed by the Land and by the Improvement as separate amounts. Copies of the Appraisal are to be provided to both Lessor and Lessee. 10.5. LESSOR'S POWER OF ATTORNEY TO CONDUCT SALE: In the event Lessee continues to hold the Offered Property out for sale but is unable to locate a buyer and execute a binding purchase and sale agreement within one (1) year of the giving of the Intent-to-Sell Notice, Lessee does hereby appoint Lessor its attorney in fact to seek a buyer, negotiate a reasonable price that furthers the goals set forth in this Lease, sell the property, and distribute proceeds of sale, minus Lessor's costs of sale and reletting and any other sums owed Lessor by Lessee. 10.6. PURCHASE PRICE: In no event may the Offered Property be sold for a price that exceeds the lesser of(a) the value of the Land and Improvements as determined by the Appraisal commissioned and conducted as provided in 10.4 above(the"Appraised Value")or(b)the price calculated in accordance with Section 10.7 below. 10.7. FIXED PRICE CONTRACT: Pursuant to the contract entered into on by Lessor and Developer ("the Fixed Price Contract"), the Developer shall receive from the gross proceeds at sale of the Leased Premises an amount equal to the agreed upon amount in the Fixed Price Contract, as allowable under the TDHCA Neighborhood Stabilization program guidelines. ARTICLE I I:ASSIGNMENT AND SUBLEASE Except as otherwise provided in Article 8 (including Exhibit B) and Article 10, Lessee may only assign, sublease, sell, or otherwise convey any of Lessee's rights under this Lease to a Qualified Household pursuant to this Lease unless Lessee otherwise receives the prior written consent of the Lessor, which consent may be withheld by Lessor in Lessor's sole discretion. Any such assignment or sublease shall be subject to all the terms of this Lease. Further, only Improvements that have been completed and are deemed suitable for residential occupancy may be subleased; vacant land and incomplete Improvements may not be subleased. ARTICLE 12: DEFAULT 12.1. MONETARY DEFAULT BY LESSEE: It shall be an event of default if Lessee fails to pay the Ground Lease Fee or other charges required by the terms of this Lease, including without limitation,the failure to pay taxes and assessments when due as provided in Article 6, and such failure is not cured by Lessee or a Permitted Mortgagee within ten (10) days after notice of such failure is given by Lessor to Lessee and Permitted Mortgagee. However, if Lessee shall make a good faith partial payment of at least two thirds (2/3) of the amount owed during such initial 10 day period,then such period shall be extended one additional 10 day period. 12.2. NONMONETARY DEFAULT BY LESSEE: It shall be an event of default if Lessee fails to abide by any other material term or condition in this Lease, including but not limited to the occupancy and rent requirements in Articles 4, 10 and 11 related to Qualified Households, and such failure is not cured by Lessee or a Permitted Mortgagee within sixty (60)days after notice of such failure is given by Lessor to Lessee and Permitted Mortgagee. However, in the case where the Lessee or Permitted Mortgagee has commenced to cure such default within such 60 day period and is continuing such cure with all due diligence but cannot by the exercise of due diligence cure such default within such period, such period shall be extended for such additional period as may be reasonably required under the circumstances to complete such cure. 12.3. DEFAULT BY LESSEE RESULTING FROM JUDICIAL PROCESS: It shall be an event of default if the estate hereby created is taken on execution or by other process of law, or if Lessee is judicially declared bankrupt or insolvent according to law,or if any assignment is made of the property of Lessee for the benefit of creditors, or if a receiver, trustee in involuntary bankruptcy or other similar officer is appointed to take charge of any substantial part of Lessee's property by a court of competent jurisdiction, or if a petition is filed for the reorganization of Lessee under any provisions of the Bankruptcy Act now or hereafter enacted, of if Lessee files a petition for such reorganization, or for arrangements under any provision of the Bankruptcy Act now or hereafter enacted and providing a plan for a debtor to settle, satisfy or extend the time for payment of debts. 12.4. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN INSURANCE: It shall be an event of default under this Lease if Lessee fails to maintain, at any time, the insurance required under Section 9.4 of this Lease. 12.5. DEFAULT BY LESSEE FOR FAILURE TO MAINTAIN ZONING: It shall be an event of default under this Lease if Lessee affirmatively changes or consents to a change in the zoning classification of the Leased Premises to any classification other than a classification that allows residential use as required under Section 4.1 of this Lease. 12.6. TERMINATION: In the case of any of the events of default described above, Lessor may terminate Lessee's right to possess the Leased Premises by any lawful means with or without terminating this Lease, in which event Lessee will immediately surrender possession of the Leased Premises to Lessor. In such event, this Lease continues in full force and effect (except for Lessee's right to possess the Leased Premises) and Lessee continues to be obligated for and must pay all rent and other amounts as and when due under this Lease. Unless Lessor specifically states that it is terminating this Lease,Lessor's termination of Lessee's right to possess the Premises is not to be construed as an election by Lessor to terminate this Lease or Lessee's obligations and liabilities under this Lease. In addition, Lessor may elect to terminate this Lease and initiate summary proceedings against Lessee. Pursuant to such proceedings,without demand or notice, Lessor may enter any part of the Leased Premises and repossess the entire Leased Premises,and expel Lessee and those claiming rights through Lessee and remove their effects without being guilty of any manner of trespass, and without prejudice to any remedies which might otherwise be used for arrears of rent or preceding breach of covenant. If this Lease is terminated by Lessor, or if Lessor reenters the Leased Premises pursuant to an Event of Default, the Lessee agrees to pay and be liable for any unpaid Ground Lease Fee, damages which may be due or sustained prior to or in connection with such termination or reentry, and all reasonable costs, fees and expenses (including, without limitation, reasonable attorneys' fees)incurred by Lessor in pursuit of its remedies under this Lease. Upon any termination subject to this Section 12.7, Lessor shall attorn to any sub-lease agreement between Lessee and a Qualified Household and shall recognize such sub-lease agreement as a direct lease between Lessor and such Qualified Household, provided that the Qualified Household is not in default of its obligations under the sub-lease agreement. If Lessor elects to terminate the Lease, then the Permitted Mortgagee shall have the right (subject to Article 8 above) to postpone and extend the specified date for the termination of the Lease for a period sufficient to enable the Permitted Mortgagee or its designee to acquire Lessee's interest in the Leased Premises by foreclosure of its mortgage or otherwise. 12.7. REMEDIES: In the case of any of the events of default described above,lessor may pursue any other remedy now or hereafter available to Lessor under the laws or judicial decisions of the state in which the Leased Premises is located. All rights and remedies of Lessor under this lease are cumulative and the exercise of any one or more remedies at any time or from time to time does not limit or preclude the further exercise by Lessor of the same or any other rights or remedies at any time or from time to time. 12.8. DEFAULT BY LESSOR: Lessor shall in no event be in default in the performance of any of its obligations under the Lease unless and until Lessor has failed to perform such obligations within sixty (60) days, or such additional time as is reasonably required to correct any default, after notice by Lessee to Lessor properly specifying Lessor's failure to perform any such obligation. 12.9. NO WAIVER: No failure by either Lessor or Lessee to insist upon the performance of any provision of this Lease or to exercise any right or remedy upon a breach or default hereof constitutes a waiver of any such breach or default. Any such waiver may be made only by a writing signed by the party providing the waiver. One or more waivers by a party is not to be construed as a waiver by that party of a subsequent breach or default of the same provision. ARTICLE 13: WAIVER OF JURY TRIAL 13.1. WAIVER OF JURY TRIAL: The parties hereto waive trial by jury in respect of any such "dispute" and any action on such "dispute." This waiver is knowingly, willingly and voluntarily made by the parties hereto, and the parties hereto hereby represent that no representations of fact or opinion have been made by any person or entity to induce this waiver of trial by jury or to in any way modify or nullify its effect. This provision is a material inducement for the parties entering into this lease. The parties hereto are each hereby authorized to file a copy of this section in any proceeding as conclusive evidence of this waiver of jury trial. Each party hereto further represents and warrants that it has been represented in the signing of this lease and in the making of this waiver by independent legal counsel, or has had the opportunity to be represented by independent legal counsel selected of its own free will, and that it has had the opportunity to discuss this waiver with counsel. ARTICLE 14: GENERAL PROVISIONS 14.1. NOTICES: Whenever this Lease requires either party to give notice to the other,the notice shall be given in writing and delivered in person or mailed,by certified or registered mail, return receipt requested, to the party at the address set forth below, or such other address designated by like written notice: City of Port Arthur 444 4t Street Attn: Office of City Manager Port Arthur, Texas 77640 Tender Loving Care Center for Children dba Legacy, CDC Attn: Vivian Ballou, Executive Director 3025 Plaza Circle Port Arthur, Texas 77642 All notices, demands and requests shall be effective upon being deposited in the United States Mail or, in the case of personal delivery, upon actual receipt. 14.2. NO BROKERAGE: Lessee and Lessor warrant that neither has dealt with any broker other than n/a in connection with the consummation of this Lease, and in the event any claim is made against Lessor relative to dealings with brokers other than n/a, Lessee shall defend the claim against Lessor with counsel of Lessor's selection and save harmless and indemnify Lessor on account of loss, cost or damage which may arise by reason of any such claim. 14.3. SEVERABILITY AND DURATION OF: If any term or provision of this Agreement or the application thereof to any party hereto or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to any party hereto or circumstances other than those as to which it is invalid or unenforceable,shall not be affected thereby,and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 14.4. WAIVER: The waiver by Lessor at any given time of any term or condition of this Lease, or the failure of Lessor to take action with respect to any breach of any such term or condition, shall not be deemed to be a waiver of such term or condition with regard to any subsequent breach of such term or condition, or of any other term or condition of the Lease. Lessor may grant waivers in the terms of this Lease, but such waivers must be in writing and signed by Lessor before being effective. The subsequent acceptance of Ground Lease Fee payments by Lessor shall not be deemed to be a waiver of any preceding breach by Lessee of any term or condition of this Lease, other than the failure of the Lessee to pay the particular Ground Lease Fee so accepted, regardless of Lessor's knowledge of such preceding breach at the time of acceptance of such Ground Lease Fee payment. 14.5. LESSOR'S RIGHT TO PROSECUTE OR DEFEND: Lessor shall have the right,but shall be under no obligation,to prosecute or defend,in its own or the Lessee's name,any actions or proceedings appropriate to the protection of its title to, and Lessee's interest in, the Leased Premises. Whenever requested by Lessor, Lessee shall give Lessor all reasonable aid in any such action or proceeding. 14.6. CONSTRUCTION: Whenever in this Lease a pronoun is used it shall be construed to represent either the singular or the plural,masculine or feminine, as the case shall demand. 14.7. CAPTIONS AND TABLE OF CONTENTS: The captions and table of contents appearing in this Lease are for convenience only, and are not a part of this Lease and do not in any way limit or amplify the terms or conditions of this Lease. 14.8. PARTIES BOUND: This Lease sets forth the entire agreement between Lessor and Lessee with respect to the leasing of the Land; it is binding upon and inures to the benefit of these parties and, in accordance with the provisions of this Lease, their respective successors in interest. This Lease may be altered or amended only by written notice executed by Lessor and Lessee or their legal representatives or,in accordance with the provisions of this Lease, their successors in interest. 14.9. GOVERNING LAW: This Lease shall be interpreted in accordance with and governed by the laws of State of Texas. The language in all parts of this Lease shall be, in all cases, construed according to its fair meaning and not strictly for or against Lessor or Lessee. 14.10. RECORDING: The parties agree, as an alternative to the recordation of this Lease, to execute a so called Notice of Lease or Short Form Lease in form recordable and complying with applicable law and reasonably satisfactory to Lessor's attorneys. In no event shall such document set forth the rent or other charges payable by Lessee under this Lease; and any such document shall expressly state that it is executed pursuant to the provisions contained in this Lease, and is not intended to vary the terms and conditions of this Lease. 14.11. LESSOR's Limited Liability: Lessee will look solely to Lessor's interest in the Land for recovering any judgment or collecting any obligation from Lessor or any other Lessor Party. Lessee agrees that neither Lessor nor any other Lessor Party will be personally liable for any judgment or deficiency decree. In no event is Lessor or any Lessor Party liable to lessee or any other person for consequential, indirect, special or punitive damages. SIGNATURES ON NEXT PAGE Signed and Agreed to on the day of , 2020. CITY OF PORT ARTHUR By: Ron Burton, City Manager ATTEST: Sherri Bellard, City Secretary Agreed To By: Tender Loving Care Center for Children d/b/a Legacy Community Development Corporation Vivian Ballou, Executive Director EXHIBIT A: LEGAL DESCRIPTION Legal Description: Tract 11-A, City of Port Arthur Street Address: 1047 Rev Ransom Howard Street EXHIBIT B: PERMITTED MORTGAGES The provisions set forth in this Exhibit shall be understood to be provisions of Article 8 of the Lease to which the Exhibit is attached and in which the Exhibit is referenced.All terminology used in this Exhibit shall have the meaning assigned to it in the Lease. A. STANDARD PERMITTED MORTGAGE: A "Standard Permitted Mortgage," as identified in section 8.1 of the Lease to which this Exhibit is attached, shall be a mortgage that meets the following requirements. Such Mortgage shall run in favor of either (a) a so called institutional lender such as, but not limited to, a federal, state,or local housing finance agency, a bank(including savings and loan association or insured credit union), an insurance company, a pension and/or profit sharing fund or trust, or any combination of the foregoing, the policies and procedures of which institutional lender are subject to direct governmental supervision, or(b) a"community development financial institution" as certified by the U.S. Department of the Treasury, or similar nonprofit lender to housing projects for low and moderate income persons. Such Mortgage shall be a first lien on all or any of the Improvements and the Lessee's interest in the Leased Premises (the"Security"). Such Mortgage and related documentation shall provide, among other things, that in the event of a default in any of the mortgagor's obligations thereunder, the holder of such Mortgage shall notify Lessor and TDHCA of such fact and Lessor shall have the right(but shall not have the obligation)within 120 days after its receipt of such notice,to cure such default in the mortgagor's name and on mortgagor's behalf, provided that payments that become due to the holder during such 120 day period (or such lesser time period as may have been required to cure such default) are made to the holder, and shall further provide that said holder shall not have the right, unless such default shall not have been cured within such time, to accelerate the note secured by such Mortgage or to commence to foreclose under the Mortgage on account of such default. Such Mortgage and related documentation shall provide, among other things, that if after such cure period the holder intends to accelerate the note secured by such Mortgage or initiate foreclosure proceedings under the Mortgage, in accordance with the provisions of this Lease, the holder shall first notify Lessor and TDHCA of its intention to do so and Lessor shall have the right, but not the obligation, upon notifying the holder within thirty (30) days of receipt of said notice from said holder, to pay off the indebtedness secured by such Mortgage and to acquire such Mortgage. Such Mortgage and related documentation shall provide, among other things, that, in the event of foreclosure sale by a Permitted Mortgagee or the delivery of a deed to a Permitted Mortgagee in lieu of foreclosure, upon acquisition of title to the Improvements and the Lessee's interest in the Leased Premises by the Permitted Mortgagee, the Permitted Mortgagee shall give the Lessor written notice of such acquisition and the Lessor shall have an option to purchase the Improvements and acquire the Lessee's interest in the Leased Premises from the Permitted Mortgagee for the full amount owing to the Permitted Mortgagee under the Permitted Mortgage; provided,however,that the Lessor gives written notice to the Permitted Mortgagee of the Lessor's intent to purchase the Improvements and acquire the Lessee's interest in the Leased Premises within thirty(30)days following the Lessor's receipt of the Permitted Mortgagee's notice of such acquisition of the Improvements and Lessee's interest; further provided that Lessor shall complete the purchase of the Improvements and acquisition of Lessee's interest in the Leased Premises within sixty(60) days of having given written notice of its intent to purchase; and provided that, if the Lessor does not complete the purchase within such period,the Permitted Mortgagee shall be free to sell the Improvements and transfer the Lessee's interest in the Leased Premises to another person. Such Mortgage and related documentation shall not contain any provisions other than provisions generally contained in mortgages used for similar transactions in the State of Texas by institutional mortgagees. Such Mortgage and related documentation shall not contain any provisions which could be construed as rendering Lessor or any subsequent holder of the Lessor's interest in and to this Lease, or their respective heirs, executors, successors or assigns,personally liable for the payment of the debt evidenced by such note and such Mortgage or any part thereof. Such Mortgage and related documentation shall contain provisions to the effect that the holder of such Mortgage shall not look to Lessor or Lessor's interest in the Leased Premises, but will look solely to Lessee, Lessee's interest in the Leased Premises, the Improvements, or such other buildings and improvements which may from time to time exist on the Leased Premises, for the payment of the debt secured thereby or any part thereof(it is the intention of the parties hereto that Lessor's consent to such Mortgage shall be without any liability on the part of Lessor for any deficiency judgment or any acts or omissions of Lessee under the Mortgage). Such Mortgage and related documentation shall provide that in the event any part of the Security is taken in condemnation or by right of eminent domain, the proceeds of the award shall be paid over to the holder of the Mortgage in accordance with the provisions of Article 9 hereof. Such Mortgage and related documentation shall contain nothing that obligates Lessor to execute an assignment of the Ground Lease Fee or other rent payable by Lessee under the terms of this Lease. B. RIGHTS OF PERMITTED MORTGAGEE: The rights of a holder of a Permitted Mortgage ("Permitted Mortgagee") as referenced under section 8.2 of the Lease to which this Exhibit is attached shall be as set forth below. 1. Permitted Mortgagee shall without requirement of consent by the Lessor have the right, but not the obligation, to: (i) cure any default under this Lease, and perform any obligation required under this Lease within the same time frame as provided to Lessee or within 30 days whichever is greater, such cure or performance by a Permitted Mortgagee being effective as if it had been undertaken and performed by Lessee; (ii) acquire and convey, assign, transfer, and exercise any right,remedy or privilege granted to Lessee by this Lease or otherwise by law,subject to the provisions, if any, in said Permitted Mortgage, which may limit any exercise of any such right,remedy or privilege;and (iii)rely upon and enforce any provisions of the Lease to the extent that such provisions are for the benefit of Permitted Mortgagee. 2. Permitted Mortgagee shall not, as a condition to the exercise of its rights under the Lease,be required to assume personal liability for the payment and performance of the obligations of the Lessee under the Lease. Any such payment or performance or other act by Permitted Mortgagee under the Lease shall not be construed as an agreement by Permitted Mortgagee to assume such personal liability except to the extent Permitted Mortgagee actually takes possession of the Security. In the event Permitted Mortgagee does take possession of the Security and thereupon transfers the Security, any such transferee shall be required to enter into a written agreement assuming such personal liability and upon any such assumption the Permitted Mortgagee shall automatically be released from personal liability under the Lease. 3. In the event that title to the estates of both Lessor and Lessee shall be acquired at any time by the same person or persons, no merger of these estates shall occur without the prior written declaration of merger by Permitted Mortgagee, so long as Permitted Mortgagee owns any interest in the Security or in a Permitted Mortgage. In the event that the estate of Lessor is owned at any time by Lessee (regardless of a merger), or by any person in which Lessee has a direct or indirect interest, Permitted Mortgagee shall not be obligated to cure any default of Lessee under the Lease as condition to the forbearance by Lessor in the exercise of Lessor's remedies as provided in the Lease. 4. If the Lease is terminated for any reason, or in the event of the rejection or disaffirmance of the Lease pursuant to bankruptcy law or other law affecting creditors' rights, Lessor shall enter into a new lease of the Leased Premises with the Permitted Mortgagee(or with any party designated by the Permitted Mortgagee, subject to Lessor's approval, which approval shall not be unreasonably withheld), not more than thirty (30) days after the request of the Permitted Mortgagee. Such lease shall be for the remainder of the term of the Lease, effective as of the date of such termination, rejection, or disaffirmance, and upon all the terms and provisions contained in the Lease. However,the Permitted Mortgagee shall make a written request to Lessor for such new lease within sixty(60)days after the effective date of such termination, rejection, or disaffirmance, as the case may be. Such written request shall be accompanied by a copy of such new lease, duly executed and acknowledged by the Permitted Mortgagee or the party designated by the Permitted Mortgagee to be the Lessee thereunder, and the Permitted Mortgagee shall have cured all defaults under the Lease which can be cured by the payment of money. Any new lease made pursuant to this section shall have the same priority with respect to other interests in the Premises as the Lease. The provisions of this section shall survive the termination, rejection, or disaffirmance of the Lease and shall continue in full effect thereafter to the same extent as if this section were independent and an independent contract made by Lessor, Lessee, and the Permitted Mortgagee. 5. The Lessor shall have no right to terminate the Lease during such time as the Permitted Mortgagee has commenced foreclosure in accordance with the provisions of the Lease and is diligently pursuing the same. 6. In the event that Lessor sends a notice of default under the Lease to Lessee, Lessor shall also send a notice of Lessee's default to Permitted Mortgagee. Such notice shall be given in the manner set forth in section 14.2 of the Lease to the Permitted Mortgagee at the address that has been given to Lessor by the Permitted Mortgagee by written notice sent in the manner set forth in section 14.2 of the Lease. EXHIBIT C: SUMMARY OF LEGAL AND REGULATORY CITATIONS 1. Section 2301(b) of the Housing and Economic Recovery Act of 2008 (Pub. L 110-289, approved July 30, 2008) 2. Community Development Block Grant federal regulations (24 C.F.R. Part 570), as applicable; 3. HOME Investment Partnerships Program federal regulations (24 C.F.R. Part 92), as applicable; 4. Chapter; 24 C.F.R. Part 58 for environmental clearance requirements; 5. 24 C.F.R. Parts 84 and 85, as applicable, for such issues as procurement and conflict of interest; 6. Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. §1701u) and implementing regulations at 24 C.F.R.Part135; 7. relocation assistance provisions at 42 U.S.0 §5304(d)and 24 C.F.R. Part 42, (as amended by HERA); 8. lead based paint procedures(24 C.F.R. Part 35, subparts A, B, J, K, and R); 9. 24 C.F.R. Parts 100-115 for fair housing; 10. Chapter 2306 of the Texas Government Code; 11. Title 10, Chapter 20 of the Texas Administrative Code 12. Title 10, Chapter 29 of the Texas Administrative Code, Texas Single Family NSP Rule; 13. Title 10, Chapters 1 and 60 of the Texas Administrative Code; 14. the Texas NSP1 Notice of Funding Availability; 15. the NSP technical manual;and;training materials and other publications of the Texas NSP EXHIBIT "C " EXHIBIT " D " CONSENT BY GROUND LESSOR Date: Ground Lessor: City of Port Arthur, Texas Ground Lessor Address: 444 4th Street Port Arthur, Texas 77640 Grant Document The Supplementary Deed of Trust between Tender Loving Care Center for Children, d/b/a Legacy Community Development Corporation, as Grantor, and Texas State Affordable Housing Corporation, as Beneficiary, to which this consent is attached. Property: 1011-15 Rev. Ransom Howard Street Ground Lessor, and its successors and assigns, for valuable consideration, the receipt and sufficiency of which is acknowledged,consent to the Grant Document and agrees that for purposes of the Ground Lease entered into between Ground Lessor and Tender Loving Care Center for Children, d/b/a Legacy Community Development Corporation dated Texas State Affordable Housing Corporation shall be considered a Permitted Mortgagee and the Grant Document shall be considered a Permitted Mortgage. GROUND LESSOR: CITY OF PORT ARTHUR By: Name: Title: State of Texas § County of § This instrument was acknowledged before me,the undersigned notary public,an 2020, by , in the capacity as the of CITY OF PORT ARTHUR, a municipality, on behalf of said municipality. [SEAL] Notary Public, State of Texas My Commission Expires: (Printed Name of Notary Public) SUPPLEMENTAL DEED OF TRUST -Page 5 CONSENT BY GROUND LESSOR Date: Ground Lessor: City of Port Arthur, Texas Ground Lessor Address:444 46 Street Port Arthur, Texas 77640 Grant Document:The Supplementary Deed of Trust between Tender Loving Care Center for Children, d/b/a Legacy Community Development Corporation, as Grantor, and Texas State Affordable Housing Corporation,as Beneficiary,to which this consent is attached. Property: 1021 Rev. Ransom Howard Street Ground Lessor, and its successors and assigns, for valuable consideration, the receipt and sufficiency of which is acknowledged,consent to the Grant Document and agrees that for purposes of the Ground Lease entered into between Ground Lessor and Tender Loving Care Center for Children, d/b/a Legacy Community Development Corporation dated Texas State Affordable Housing Corporation shall be considered a Permitted Mortgagee and the Grant Document shall be considered a Permitted Mortgage. GROUND LESSOR: CITY OF PORTARTHUR By: Name: Title: State of Texas § County of § This instrument was acknowledged before me,the undersigned notary public,on 2020, by , in the capacity as the of CITY OF PORT ARTHUR, a municipality, on behalf of said municipality. [SEAL] Notary Public,State of Texas My Commission Expires: (Printed Name of Notary Public) SUPPLEMENTAL DEED OF TRUST- Page 5 CONSENT BY GROUND LESSOR Date: Ground Lessor: City of Port Arthur, Texas Ground Lessor Address: 444 4h Street Port Arthur, Texas 77640 Grant Document:The Supplementary Deed of Trust between Tender Loving Care Center for Children, d/b/a Legacy Community Development Corporation, as Grantor, and Texas State Affordable Housing Corporation, as Beneficiary, to which this consent is attached. Property: 1047 Rev. Ransom Howard Street Ground Lessor, and its successors and assigns, for valuable consideration, the receipt and sufficiency of which is acknowledged,consent to the Grant Document and agrees that for purposes of the Ground Lease entered into between Ground Lessor and Tender Loving Care Center for Children, d/b/a Legacy Community Development Corporation dated Texas State Affordable Housing Corporation shall be considered a Permitted Mortgagee and the Grant Document shall be considered a Permitted Mortgage. GROUND LESSOR: CITY OF PORT ARTHUR By: Name: Title: State of Texas § County of § This instrument was acknowledged before me,the undersigned notary public, on 2020, by ,in the capacity as the of CITY OF PORT ARTHUR, a municipality, on behalf of said municipality. [SEAL] Notary Public, State of Texas My Commission Expires: (Printed Name of Notary Public) SUPPLEMENTAL DEED OF TRUST-Page 5