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CITY OF BROCKTON, MASSACHUSETTS

Application to the United States Department of Housing and Urban Development for funding through the Neighborhood Stabilization Program 2 Application #644025964 July 2009

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Page 1

APPLICATION OVERVIEW AND EXECUTIVE SUMMARY The City of Brockton, Massachusetts, in consortium with 14 public, private and nonprofit partners including Building a Better Brockton, is pleased to present this application to the United States Department of Housing and Urban Development (HUD) for $21,267,000 in funding through the Neighborhood Stabilization Program 2 (NSP2). If awarded, this funding will enable the City and its partners to continue addressing our community's extensive foreclosure problems and increase neighborhood stability. The Consortium members are: the City of Brockton, Building a Better Brockton (BBB), Old Colony YMCA (OCY), Engaged Ministries (EM), Brockton Area Workforce Investment Board (BAWIB), Father Bill's and MainSpring (Father Bill's), Southeastern Massachusetts Affordable Housing Corporation (SMAHC), the Community Builders (TCB), Neighborhood Services of South Shore (NHS), Self Help, Inc. (Self Help), Urban Neighborhood Homes, LLC (Urban N Homes), Develop Brockton LLC (Develop Brockton), Brockton Interfaith Community (BIC), Peabody Properties, Inc. and Brockton Area Multi-Services, Inc. (BAMSI). The Brockton NSP2 Consortium brings broad and long experience including more than 2,300 units of housing rehabilitation, development and redevelopment, and over 1,965 individuals counseled, trained or prepared for homeownership or successful tenancies in the past two years. If funded through NSP2, the consortium plans to stabilize 305 units of foreclosed and distressed property through acquisition, rehabilitation and affordable rental or owner-occupancy, to return a total of 362 high-quality housing units to Brockton with NSP2 and more than $33.7 million in leveraged funding and resources over the next three years. Brockton is beset with issues impacting the quality of life in areas of the city populated by lowand moderate-income residents. The city's unemployment rate is well above the state average at 10.4%, the last remaining shoe manufacturer in Brockton closed its doors in March of 2009 officially ending the community's claim of being the "Shoe Capital of America" and foreclosed property statistics place Brockton at the very top of municipalities in Massachusetts suffering from severe neighborhood destabilization issues. The City of Brockton has turned to Building a Better Brockton, Inc. (BBB), to coordinate the planning and programming efforts to deal comprehensively with the community's problems. BBB, on behalf of the Mayor, has organized a consortium or key public, nonprofit and private sector partners to plan and strategize the acquisition and rehabilitation of foreclosed properties to stabilize Brockton's neighborhoods. The consortium members were selected because of their individual experiences, resources and capacities in the activities that they will be working on in this effort and because of their willingness to be part of the team effort necessary to bring major improvements to the city. BBB will work with its partners on the strategic selection and acquisition of individual properties to maximize the impact of each acquisition on the neighborhood. Particular attention will be paid to the core neighborhoods connected to the Central Business District. Careful assignment of ownership and rental opportunities will be made to develop neighborhood strength and stability. Additionally, the city's advocates for homeless families and individuals are included in the

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Consortium to ensure this important group's needs are addressed within the context of neighborhood life, as well as achieving HUD's goal of serving low income households through NSP. In order to promote stable homeownership, the Consortium includes organizations with broad outreach experience and capacity to the community's diverse ethnic constituencies, other organizations with demonstrated capacity to counsel both potential homebuyers and tenants, and groups that have been successful in directly financing low- and moderate-income homebuyers. The NSP2 funded activities include multi-year follow-up with both homebuyers and tenants to provide support and resources, and to promote positive ownership and tenancies. Key to the Consortium's efforts is its objective to link directly to existing and planned programs for energy efficiency, healthy homes, lead paint abatement, job training and weatherization. The Consortium will ensure that all NSP2 funded rehabilitation will bring each property to full code compliances, and redevelopment will meet very high standards for health and energy efficiency. The Consortium will also work closely with a new City-initiated Receivership Program and a more aggressive code enforcement program to stabilize Brockton's targeted neighborhoods with a consistent and multi-pronged approach. The City of Brockton, BBB and the Brockton Consortium are very conscious of the importance of NSP2 funds in stimulating a revival of Brockton's Central Business District (CBD). Most of the targeted neighborhoods are close to, if not contiguous with, the CBD, and the proposed redevelopment activity (60 redeveloped units) is in the CBD and directly adjacent to a commuter rail stop that epitomizes Transit Oriented Development. By funding this proposal, HUD will be part of an important partnership with the City and the Brockton nonprofit, business and residential community that will afford our city the resources, talent and commitment necessary to stabilize the targeted neighborhoods. ABOUT BROCKTON, MASSACHUSETTS Brockton is the sixth largest city in Massachusetts with a population of just over 94,000. It is located in the southeastern section of Massachusetts, approximately 20 miles south of Boston and has a rich industrial history. Brockton was the shoe manufacturing center of the region from the late 18th century through the 1950s. In the Civil War, it was claimed that half of the Union Army wore boots made in Brockton and at the height of the shoe industry in 1929, more than 30,000 people were employed by shoe manufacturers in a city which dominated the world footwear market until after World War II. The community prides itself on its diversity of populations, interests and facilities. Brockton hosts the Fuller Museum of Art, felt by residents to be one of the finest small museums in the country, as well as the Brockton Historical Society Complex with museums devoted to shoes, fire fighting artifacts and Thomas Edison. Residents take special pride in their sports heroes, who include world heavyweight boxing champion Rocky Marciano and middleweight champion

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Marvelous Marvin Hagler. William H. McGunnigle, less well-known but of great importance, was a Brockton resident credited with inventing the first baseball glove. 1 In the mid-1950s, shoe manufacturing was largely dislocated from America and relocated to other countries with substantially lower labor costs. Consequently, Brockton suffered great disinvestment over the last half century resulting in a loss of jobs and economic potency and a collateral rise in lower income residents. Brockton was hit hard with job loss, property value declines and foreclosures during the recession of the late-1980s and early-1990s; however, in the late 1990s, the commuter rail began to service Brockton, providing a 36 minute commute to Boston by train. Combined with high housing costs in communities closer to Boston, Brockton's accessibility to jobs in the eastern Massachusetts market contributed to strong growth and escalating prices in Brockton's rental and homeownership markets until the recent recession. According to the U.S. Census and American Community Survey, population growth in Brockton between 1990 and 2006 was primarily from increases in the community's minority populations, with non-White community members comprising 20% of Brockton's population in 1990, 40% of the population in 2000, and a projected 51% of Brockton's 94,634 residents in 2006. Unfortunately, many of the city's newest homeowners were the same lower income, working immigrant populations that became victims of the subprime mortgage crisis, resulting in the situation Brockton faces today, with the highest rates of foreclosure, distressed properties and impending foreclosures in Massachusetts. NEED/EXTENT OF THE PROBLEM Target geography Brockton is located in the southeastern section of Massachusetts, and is bordered by the towns of Easton, Stoughton, Avon, Holbrook, Abington, Whitman, East Bridgewater, and West Bridgewater. The city is roughly divided into four major sections, those east and west of the rail line and the Montello section to the north and the Campello section to the south. Within these are several distinct neighborhoods. The neighborhoods clustered around the downtown contain the oldest and densest residential development. Homes in this area show a lack of maintenance, numerous foreclosed and vacant properties, disinvestment, and the area has higher rates of poverty and incidences of crime. These neighborhoods are referred to as: Pleasant/Prospect (sometimes called Walnut/Turner), the Edgar Playground area and Perkins Park. Although 14 of Brockton's 21 Census Tracts score 18 or higher on HUD's Foreclosure Score, the City of Brockton and its consortium members are targeting 17 Census Tracts in the area surrounding the city center and the west corridor into the city for stabilization with NSP2 funds, if awarded. The City and Consortium will focus efforts on the target area in the chart below, which has been most affected by subprime mortgage lending and now by abandonment and foreclosures.

1

Excerpted from the Commonwealth of Massachusetts Department of Housing and Community Development Community Profiles and information provided by the Massachusetts Historical Commission and Brockton Historical Society.

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Foreclosure score (HUD Census Tract NSP2) 25023510100 19 25023510502 19 25023510300 19 25023510200 19 25023510400 20 25023510700 19 25023510800 20 25023510900 16 25023511000 17 25023511100 20 25023511200 18 25023511301 19 25023511302 18 25023511400 17 25023511500 19 25023511600 19 25023511701 18 Average Maximum Score

Vacancy score (HUD NSP2) 9 11 12 17 17 13 19 16 17 13 11 15 7 18 19 16 11

Maximum score 19 19 19 19 20 19 20 16 17 20 18 19 18 18 19 19 18 18.65

The target area map in the Appendices shows how many of the Census Tracts with the highest risk scores correspond with the city's center, delineating a natural target area with high risk and high visibility, density and potential positive impact if stabilized. The City will target this area and the west corridor into Brockton. According to the American Community Survey data (2006), Brockton has 36,112 housing units. As of May 2009, there were more than 2,900 properties in Brockton that were at some point in the foreclosure process, representing more than 5,300 units (14.68% of all units) in foreclosure or at great risk for foreclosure. Of these, more than 250 properties -- more than 450 units (1.25% of all units) ­ were foreclosed and remain in lender portfolios (REO), and an additional 700 properties (roughly 1,260 units) were sold at foreclosure to other institutional or individual owners and may become available for future intervention and stabilization. The City of Brockton has already begun work to address foreclosures and neighborhood stabilization in the city center and other areas. In the early 1990s the City began a project to rebuild an area immediately adjacent to the downtown area. It used a combination of city funds, CDBG, HOME funds and tax foreclosure to improve the area. The city brought together a consortium of local, regional and national organizations, including Brockton Housing Authority, Brockton Redevelopment Authority, Habitat for Humanity, Brockton Interfaith Community, the YMCA and YouthBuild to improve the Pleasant Prospect Neighborhood. The City has also

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targeted funding from its CDBG and HOME allocations for the past two fiscal years and the next three fiscal years toward addressing the community's foreclosure problems in a variety of ways including purchase, rehabilitate and resale; homeownership rehabilitation to prevent foreclosure; down payment assistance for homebuyers; homeownership education and counseling; and other related activities. Last year, the City received $2.9 million in NSP1 funds from HUD and the Commonwealth of Massachusetts' Department of Housing and Community Development (DHCD), which have been targeted to an adjacent area with boundaries from Belmont Street to Montello to Pleasant Street to West Street. These funds will be used to acquire and rehabilitate properties, returning at least 25 properties to the City's tax rolls, and to acquire and demolish blighted and abandoned houses. There are presently 28 foreclosed properties in this relatively small neighborhood. This strategy also includes investing in homeownership education for new buyers and potential buyers. Included in the stabilization plan are three buildings called the Furniture, Knight and Scheibe buildings as a potential large redevelopment site on Montello Street. Bringing these properties back into use will provide a significant positive change to the neighborhood, increasing creating affordable housing and eliminating vacant and deteriorating property. Stabilizing these buildings will visibly arrest decline in the area and offer an upgraded affordable housing option at the same time. These buildings are within one block of the commuter rail station. With funding through NSP2, the City hopes to build on this work by targeting the next highest scoring neighborhoods on HUD's foreclosure scores. Most of these neighborhoods and census tracts are immediately adjacent to the priority areas that the City has identified. While Brockton recognized the community's growing foreclosure problem and provided funding for activities to address the related housing and community needs in its Five-Year Strategic Plan for 2008-2012, it is very clear that additional funds and a broader variety of stabilization activities are needed to positively impact a worsening problem that is likely to continue deteriorating in the months ahead. Market conditions and demand factors Brockton's continuing housing and community development strategy is a logical response to the housing and social service needs of a predominantly low- and moderate-income population, including high unemployment and growing crime rates, older housing stock, an inadequate supply of affordable housing, and the fallout from subprime lending in the recent past -mounting foreclosures and abandonment of properties. The community's pressing needs continue to include housing rehabilitation assistance to address the older housing stock; the provision of broader affordable housing opportunities including both rental and ownership and the creation of new housing units; homeownership counseling and education to ensure stable, long-term and affordable ownership; and economic development including job and income creation.

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In Massachusetts, Brockton is at the very highest level in the state for the severity of its current and predicted foreclosure situation. At the end of October 2008, 2,194 properties (projected to encompass 4,000 units) were at some point in the foreclosure process from petition and public notice of intent to foreclose to foreclosure auction to REO (real estate owned, meaning the bank or other entity had purchased the property at the auction). Using data from The Warren Group, a private real estate data reporting company and publisher of the Banker & Tradesman newspaper, as of June 2009 the number has risen to 2,931 properties ­ demonstrating that 10% of all mortgaged properties in Brockton were at some point in the foreclosure process. According to data from the Federal Reserve Bank of Boston2 (the Fed) Brockton is among the highest ranking communities in Massachusetts for number of foreclosures (and anticipated foreclosures) per total housing units. Brockton received the highest REO Stabilization Scores in the state for its two ZIP codes: 02301 scores .997 and 02302 scores .968. The REO (real estate owned) Stabilization Score was designed by the Fed to help agencies, local organizations and other entities identify opportunities for rehabilitating, acquiring and or redeveloping foreclosed properties in order to stabilize the community. Additional data from the Fed also concludes that Brockton also has extraordinarily high numbers of subprime (high cost, high APR) and "Alt-A" (high cost, low documentation, often with unusual features) first mortgages that were issued in recent years ­ over 10.41% of Brockton's total housing units are secured by subprime loans and an additional 2.64% are secured with AltA loans. These subprime and Alt-A mortgages are considered to be especially likely to be defaulted on and the properties are highly likely to be foreclosed on in the next few years as the borrowers' interest rates increase from the low introductory rates to higher rates and borrowers are unable to refinance due to falling home values, limited property equity and poor personal credit. Other indicators that HUD and others are considering in risk assessment are unemployment and the price change from peak. These factors indicate a significant problem in Brockton - at 10.4% unemployment is higher than the national and regional averages (8.2%, combined), and Brockton has experienced a 42 % decrease in housing prices from peak. The Plymouth County Registrar of Deeds reports that the volume of sales in 2009 for the county was 2,352 deeds recorded through May 2009 compared with 2,829 deeds recorded the same period in 2008 ­ a decrease of 17%. The Warren Group reports the values of homes in Brockton's two ZIP codes have fallen from $262,000 in 2007 to $135,000 in 2009. The Federal Reserve Bank of Boston's Home Sales Price index shows scores of .987 and .944. This criterion evaluates the absolute decline of the home sales price, weighted by the percentage of such decline between January 2008 and March 2009. Brockton's decline is the largest in the state. This is a significant destabilizing factor for the city.

2

Federal Reserve Bank of Boston, Massachusetts REO Stabilization Opportunity Score chart and subprime mortgage data, June 2009 and January 2009.

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Depending on the metrics used, Brockton is among the top two or three communities in Massachusetts in the severity of its foreclosure problem. As a result, the community needs to access every available source of funding for stabilization, as well as the collaboration, experience, support and assistance of all local and regional housing providers, to successfully address the problem. Absorption / Demand The City and the Brockton Consortium anticipate the combination of affordable prices and fully rehabilitated structures will provide buyers with significant and attractive opportunities to purchase properties in the target area. If awarded, 100% of NSP2 funds used will meet the HERA low/moderate/middle income objective, as required by HUD. A strong illustration of the market saturation is fact the number of foreclosed properties that have reverted to the lender (REO) has dropped from 546 to 248 in two months, according to The Warren Group's data. During the same period there were 943 new properties added to the foreclosure list. The total number of foreclosed properties sold in those two months was 362 properties. The absorption rate is 362 divided by 546 or 66% -- roughly 33% each month, indicating that foreclosed properties are currently being absorbed fairly rapidly in Brockton. During the same period the number of at-risk mortgages rose from 2,556 to 2,9314.The Federal Reserve Bank of Boston's index for "90 day and more delinquency" for Brockton's two ZIP codes (02301 and 02302) is .99 and .97, the highest in the state5. This calculation serves as an indicator of the likelihood of future foreclosure. The index considers the number of 90 day plus delinquencies weighted by their geographic concentrations. This is a strong indicator that the foreclosure problem in Brockton will continue. The diverse indicators show that while foreclosed properties are selling in Brockton, the number of foreclosed and distressed properties will continue to grow. If funded through NSP2, the City of Brockton and its partners intend to stabilize the Brockton real estate market through a multipronged approach that includes acquiring, rehabilitating to a strong standard (see attached Renovation Guidelines), and reselling these properties to low, moderate and middle income owner occupant households, returning solid housing assets to the community. DEMONSTRATED CAPACITY OF THE APPLICANT AND RELEVANT ORGANIZATIONAL STAFF Past Experience of the Applicant In its effort to prevent the growing number of foreclosures from decreasing the supply of affordable housing and destabilizing neighborhoods with deteriorating vacant homes, the City of Brockton has created a consortium of local agencies, nonprofits, for-profit organizations,

3 4

Plymouth County Registrar of Deeds The Warren Group 5 Federal Reserve Bank of Boston Real Estate Owned (REO) Stabilization Opportunity Score; contact [email protected] regarding questions about this index.

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including the Brockton Housing Partnership (a collaboration of regional financial institutions, public agencies and community-based nonprofits) and other parties, to rescue foreclosed properties and return them to productive use and occupancy by low- and moderate-income families. An array of public and private funds will be used to acquire and rehabilitate foreclosed properties which will then be repaired and re-sold to low- and moderate-income families under existing First Time Home Buyer and Buy Brockton bank programs. The Consortium will provide FHA and HUD approved homebuyer counseling, down payment assistance, lead paint remediation assistance, and weatherization and energy grants as well. The Consortium will coordinate its efforts with other local and regional agencies and programs. At least a portion of the rehabilitation funds advanced to homebuyers and nonprofit organizations will be in the form of deferred payment loans with annual declining balances and recapture provisions secured by lien. The homes sold will have access to conventional mortgages as well as Soft Second mortgages from Massachusetts Housing Partnership Fund and others, down payment assistance (ultimately forgiven) and rehab loans. Acquisition funds advanced will be repaid to the City of Brockton when conventional mortgages/Soft Second mortgages are placed. The Consortium will recycle repayment proceeds to acquire additional foreclosed and abandoned properties to achieve further positive impact. The City of Brockton proposes to use Neighborhood Stabilization Program 2 (NSP2) funds for allowable activities, including, but not limited to establishing financing mechanisms for purchase and redevelopment of foreclosed homes and residential properties; purchasing and rehabilitating homes and residential properties abandoned or foreclosed; establishing a land bank for foreclosed homes; demolishing blighted structures; and/or redeveloping demolished or vacant properties. NSP funds will be supplemented with other public and private funds to the greatest extent possible. The Consortium has made arrangements to work with Citizens' Housing and Planning Association's (CHAPA's) Foreclosed Properties Clearinghouse program, a collaborative statewide program that designates the City of Brockton as an approved purchaser and eligible for the first option on foreclosed properties available through the clearinghouse. The Consortium hopes to capitalize on this and other mechanisms to purchase foreclosed properties in the target area for rehabilitation and resale before these properties are available on the open market. If other statewide NSP2 applications are funded in Massachusetts, the Brockton Consortium plans to cooperate with the Massachusetts Housing Investment Corporation and the National Stabilization Trust to the extent that these funds can be used with other programs, including the Buy Brockton banks program. The consortium plans to coordinate its activities with Boston Community Capital, a regional lender that is seeking NSP2 funds for activities that will be complementary to our work. Experience The Brockton Consortium includes significant depth and experience in housing acquisition, rehabilitation, sale and rental to low- and moderate-income households and homeownership counseling for first-time homebuyers. The following chart provides a summary of the

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Consortium members and their individual experiences over the last two years characterized by the activities each consortium member plans to undertake in NSP2: Two-Year Unit History 500 194 841 405 106 508 65 25 40 251 9 15 7 37 209 95 1,000 Amount Requested $2,000,000 $100,000 $250,000 $100,000 $500,000 $125,000 $125,000 $214,000 $875,000 $2,000,000 $400,000 $1,500,000 $660,000 $2,538,000 $1,980,000 $2,000,000 $4,400,000 $1,500,000 Number of Units to be Produced* 50 75 120 75 50 50 50 10 40 24 9 25 6 24 100 24 60

* here, units includes individuals reached through counseling, marketing, down payment assistance, etc.

Organization NHS (buyers) BAMSI Self Help (tenants) BIC Self Help (rehab) Self Help (rehab) Self Help (rehab) BAWIB (classes) Urban Neighborhood Homes Peabody Properties EM BBB/rfp Old Colony YMCA SMAHC Develop Brockton Father Bill's and MainSpring The Community Builders BBB

Activity Counseling/Financing Marketing Counseling Marketing Lead Paint Weatherization Energy Efficiency Training acq/rehab/sale acq/rehab/sale acq/rehab/sale acq/rehab/sale acq/rehab/own acq/rehab/own acq/rehab/own acq/rehab/own redevelopment administration

Total NSP2 Request

$21,267,000

Consortium Member Experience by NSP2 Activity Each member of the NSP2 Consortium has been selected because of their individual experience and capacity in the activities they will be working on combined with their willingness to be part of the team effort to bring major improvements to Brockton. The Consortium members, with a brief summary of their experience and their role in this effort, follow. Building a Better Brockton, Inc (BBB): BBB is the lead member of the Consortium. BBB's work will be overseen by the City of Brockton.

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As an Entitlement Community, the City of Brockton has successfully received and managed CDBG and HOME funds from HUD for decades. The City is grateful for this investment in our community and our residents. On behalf of the City and with the oversight of the Mayor, Building a Better Brockton, Inc. (BBB) will organize, manage and monitor the use of NSP2 funds, if awarded. BBB presently manages and oversees the City's CDBG, HOME and NSP1 funds, plus other state grants for a total of $7 million of grants under BBB's management. The agency was established to create a central resource to deal comprehensively with economic development, housing, community development and revitalization of Brockton's Central Business District. BBB is a nonprofit organization governed by a 22 member Board that includes (ex-officio) the Mayor, City Council President and the City's Chief Financial Officer; the remaining board members are leaders of industry, health care and social services. Several of the largest employers in the city are on the Board. BBB's board structure ensures that a wide range of interests and perspectives are actively involved in BBB's activities. BBB provides exceptional scrutiny and seasoned guidance in the administration of public grants. Additionally, BBB combines comprehensive and integrated planning with action and follow-through. One of BBB's primary roles is to be the convener and the operational infrastructure for joint efforts by nonprofits, the private sector, and government and quasi-public organizations. BBB has taken a very strategic perspective in developing this NSP2 application so that multiple needs and objectives can be addressed by the requested funding. Turning around Brockton's foreclosed housing is a primary objective but it must be aligned with the related issues of growing jobs, workforce training, energy conservation, safe streets and the revitalization of the Central Business District. In order to accomplish this, BBB is working closely with several key organizations to coordinate activities and resources. Central to this coordination is the BBB CEO's role as Chair of the Mayor's Economic Advisors. This is a group that includes the lead people in the Metro South Chamber of Commerce, the Brockton Area Workforce Investment Board, the City's Finance Office, the regional transportation agency (Brockton Area Transit Authority), the regional planning agency (Old Colony Planning Council), the City's Parking Authority, the Brockton Housing Authority and the city's economic development organization (Brockton 21st Century Corporation). Additionally, BBB is actively involved with two collaborative organizations that are working on the city's housing issues: the Brockton Housing Partnership (BHP) and the Mayor's Task Force on Housing and Foreclosure Prevention. BHP is a critical resource for the NSP2 program and resolving the City's foreclosure issues because it includes the major regional banks that finance home acquisitions. BHP member banks have placed $35 million in a pool for First Time Home Buyers in Brockton. The Mayor's Task Force on Housing and Foreclosure Prevention includes many social service and advocacy representatives who make sure that the interests of low- and moderate-income residents are presented and promoted. 1. Tenant and homebuyer counseling, outreach and marketing BAMSI (Brockton Area Multi Service Inc.): BAMSI provides outreach and housing counseling for future tenants. BAMSI is a statewide organization dedicated to "Bringing People and Services Together". Incorporated in 1975, BAMSI today is one of the largest nonprofit

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organizations in Massachusetts. The BAMSI Helpline has a long history of working with the City of Brockton to provide comprehensive Information and Referral Services (I&R) and Housing Counseling Services. For the past 34 years the Helpline has been providing quality comprehensive services to the residents of Brockton in collaboration with the City of Brockton and others. BAMSI's "First Stop Program", is an early warning homelessness prevention program that provides emergency services and referrals for basic needs and conducts housing stability screenings with at-risk households, providing eligible households with prevention/stabilization services for up to one year. The program helps people who are at risk of homelessness or who are facing foreclosure to access a range of resources, services and cash benefit programs to stabilize their housing. The increase in foreclosed multifamily homes in Brockton has increased the number of families turning to BAMSI for assistance. When multifamily properties become foreclosed and distressed, tenants are displaced. These families often do not have funds available to move and lease another apartment. Over the next three years, many more affordable rehabilitated apartments will become available as a result of funding from the NSP2, and BAMSI will be able to help tenants to find affordable rental units, in turn helping new homeowners and others to achieve stable ownership. The Helpline and related programs at BAMSI have been assisting consumers to find safe, affordable, decent housing for many years under a contract with the Commonwealth of Massachusetts' Department of Transitional Assistance. Over the last two years BAMSI placed 194 homeless families in affordable apartments, providing a successful tenancy from both the consumers' and the landlords' perspectives. BAMSI's Director of Housing has been recognized by property owners and rental management companies as a dependable resource for to screening and referring potential tenants, and providing follow up stabilization services to tenants to ensure ongoing success in housing. This strategy is linked to Plymouth County's Ten Year Plan to End Homelessness by providing prevention and assessment services to increase the number of at-risk families who remain in permanent housing. NHS of the South Shore: Neighborhood Housing Services of the South Shore (NHS) was founded in 1981 and is a chartered member of the national NeighborWorks network (NeighborWorks America). Three years ago NHS of the South Shore was awarded $250,000 to become Brockton's community development corporation. NHS currently maintains a staff for 13 -- six in Brockton at the Multicultural Banking Center. Staff members are professionally certified by NeighborWorks America in Housing Development, First-Time Homebuyer training, foreclosure counseling and post-purchase counseling. The agency is a member of the Massachusetts Association of Community Development Corporations (MACDC) and is an approved housing counseling agency for the state as well as HUD. NHS of the South Shore is also an associate member of the Brockton Housing Partnership.

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NHS of the South Shore became the lead agency on the Brockton's Mayor's Task Force on Housing and Foreclosure Prevention. The agency has four full time staff members working on foreclosure counseling, and has been awarded over $400,000 by NeighborWorks America, the Commonwealth of Massachusetts and the Massachusetts Division of Banks to provide counseling to Brockton homeowners who need help. Last year NHS served 644 clients with individual housing counseling and held three large group events that reached nearly 1,000 families. NHS conducts monthly First Time Homebuyer Workshops, serving 200 families last year, with a goal of serving 250 households this year. NHS has graduated over 500 people from the first time homebuyer education program and maintains the Massachusetts Homeownership Collaborative Seal of Approval through CHAPA, a statewide agency working on affordable, sustainable homeownership. If funded through this NSP2 application, NHS of the South Shore anticipates providing 50 new home owners with down payment and rehab grants and loans of $40,000 each for a total of $2 million. NHS will refer educate, mortgage-ready potential homebuyers from its First Time Homebuyer Workshops to properties that have been rehabilitated and redeveloped with NSP funding, providing a steady stream of homebuyers to ensure rapid recycling of NSP funds and stabilization of Brockton's real estate market. Brockton Interfaith Community (BIC): In the 1980's Brockton faced increased crime rates, drug trafficking, and the loss of good paying jobs as almost all of the shoe manufacturing plants had closed. Brockton neighborhoods went through many racial and ethnic changes and local services were not in place to meet the demands of these immigrant groups. This led to housing deterioration and disinvestment in several parts of Brockton. The political leaders did little during this time of crisis to even attempt or accomplish the changes necessary to combat the struggles of the neighborhoods. And community organizations did not have the power to bring about needed transformation. In response to the growing distress Brockton Interfaith Community (BIC) was created in 1990 by area clergy that were troubled by the pressing needs and concerns in the city of Brockton. Starting with a small group of churches, BIC has since expanded and grown into a powerful regional organization with 13 religious institutions, one community-based Cape Verdean association, as well as Stonehill College. These member institutions account for nearly 7,000 local residents within Brockton and surrounding towns. BIC is now widely regarded as the most powerful community organization in Brockton, able to mobilize large amounts of residents to tackle the various problems affecting the region. BIC was a central part to the inception of the Mayor's Task Force on Housing and Foreclosure Prevention in Brockton. Over the past two years through the taskforce BIC has assisted with setting up and running two foreclosure workshops at which national lenders came to the city and met face to face with homeowners. The first occurred on June 21, 2008 and the most recent on April 3, 2009. At the April 3rd workshop BIC leaders surveyed and followed up with those in attendance to calculate how many loan modifications actually occurred.

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Also through the Task Force, BIC has helped bring receivership to Brockton. Receivership is an important tool that municipalities can use to address neglected properties. BIC will work with the Mayor's Task Force for the city to take possession and control of properties that have not been maintained or have been abandoned. Through grant funding the City hopes to finance the conservation of the property. A lien for all the money invested in repairs will be placed on the home. Tackling the escalating rise in housing foreclosures in Brockton is a tremendous task. If funded, BIC will hire staff to focus solely on the tremendous task of identifying potential foreclosed properties, reaching out to those who live there, understanding the cause for foreclosure, and working to keep residents in their homes. The outreach workers will also work with the City and BBB to help identify distressed properties. 2. Tenant counseling and outreach and weatherization, lead paint, heat efficiency rehab Self Help, Incorporated: Self Help, Inc. is a community action agency serving lower income people in the Brockton area. In addition to many other programs and services, during the past two years, Self Help, Inc. has continued to significantly impact the quality and safety of Brockton residential properties by rehabilitating single-family and multi-family properties. Through Self Help's Weatherization and Energy Conservation and other Housing Rehabilitation Programs, which have been in existence since 1970, licensed contractors address energy conservation and building code compliance, provide accessibility modifications, and make repairs to major systems such as heating, plumbing, electrical, and roofing. SHI's staff inspects homes for safety and energy efficiency, prepares a detailed work write-up, has local licensed contractors bid on the work and oversees the payment and inspections throughout the rehabilitation process. Weatherization technicians perform energy audits; check for carbon monoxide poisoning and gas leaks; add insulation; perform furnace checks, repairs and replacements; air-seal homes; and replace older, inefficient refrigerators. Over the past two years SHI's Weatherization and Energy Conservation Programs rehabbed 843 properties provided $700,709 in weatherization and energy upgrades to properties. Since 1985, Self Help's housing rehab activities have also included targeted lead hazard control, an effective, low-cost strategy to address lead hazards in the home. These efforts help prevent lead poisoning in low-income families living in Brockton's older homes where there are children at high risk for lead poisoning. Like its weatherization and energy conservation rehabilitation program, SHI's Lead Abatement Program (LAP) includes full service information, critical funding for the abatement of lead hazards, and complete oversight of lead abatement contractors. Over the past two years the LAP has removed lead hazards in 106 units with an investment of $1,445,710. If the Brockton Consortium receives NSP2 funding, SHI will assist homebuyers in the purchase of and/or to purchase foreclosed or abandoned homes and will help rehabilitate, resell or redevelop these homes in order to stabilize neighborhoods and stem the decline of home values of neighboring homes in the city of Brockton. Through this new initiative, Project SHINE, SHI

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will work with other consortium members to create financing mechanisms to purchase and redevelop abandoned and foreclosed properties (through means such as soft second loans, loan loss reserves and shared-equity loans) to increase the number of owner-occupied residences in the area, increase neighborhood pride and strengthen the investment community members have in maintaining their properties. As homes are developed throughout the NSP target area, the Self Help will work closely with other NSP recipients to help prepare families for long-term, successful homeownership through a full range of services including: homeownership education, mortgage and credit counseling programs, and mortgage financing options for home purchase, and home purchase with home rehabilitation which will empower low-, moderate- and middle-income families to become and remain successful homeowners. Though this initiative, SHI will stabilize neighborhoods through: housing finance, rehabilitation, purchase-rehabilitation-sale, emergency home repair, acquisition, homeownership promotion, development of rental units and management. Because SHI is a Community Action Agency, participants will have access to an array of services such as Fuel Assistance, youth programs, community organizing, community safety, job training, child care and emergency food assistance. This initiative will create vital construction-related jobs, lead to the rehabilitation of at least 50 existing multi-family homes and apartments and generate up to $2 million of development activity when combined with other SHI resources. Properties renovated by SHI through this initiative will meet Green and Healthy Housing principles, so that residents can expect lower utility costs, improved indoor air quality, lower risk of pest infestations, lower levels of allergens and reduced risk of mold-related illness. Putting the funds to immediate use in multi-family properties will preserve much needed affordable rental housing. Improvements in efficiency will reduce utility costs for renters and building owners, thus stabilizing the property over the longterm for lower income people. Deploying the funds for multi-family will produce much needed green jobs in the shortest amount of time. Where acquisition and rehab projects are stalled due to lack of resources, using funding through SHI's Weatherization and Lead Paint Abatement Programs can help fill financing gaps. 3. Acquisition and rehab Old Colony YMCA: In the past 24-month period the Old Colony Y has been active in the areas of housing construction and rehabilitation as well as related homeownership counseling services. Recent experience includes one (1) three-family rehabilitation, six (6) new single-family houses built, 116 people received housing counseling and education, and 35 families received extensive housing counseling. These projects include several new construction and rehabilitation projects completed by the Old Colony Y's Youth Build Brockton program: gut rehabilitation of a threeunit house at 106 Ford Street and new construction of four (4) three-bedroom single-family houses with Energy Star certification at the following locations ­ 18 Arthur Street, 14 Arthur Street, 21 Arch Street and 34 Walnut Street. In addition, the Youth Build program collaborated

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with two other agencies on new construction projects -- with Habitat for Humanity on 90 Wyman Street and Women Build on 43 Walnut Street, both single-family three-bedroom homes. All of the housing projects above were completed by the trainees of Youth Build under the supervision of the program construction staff. The trainees are high school dropouts who attend Youth Build to attain their GED and learn a trade. They learn construction skills and safety techniques during "basic training" and once they have mastered these techniques they transition to one of the job sites around the city of Brockton. All the housing projects outlined above are of high quality and meet or exceed industry standards. While attending the Youth Build program, students attend life skills workshops which offer a wide range of information, support, and services. Among these, the students go through some basic housing counseling including budgeting, rental information, financial literacy, and credit counseling. Over the past two sessions, 116 students have attended at least one of these workshops. In the Old Colony Y's Family Services Division, including the Family Life Center and David Jon Louison Family Center, 35 families underwent a comprehensive housing counseling program that included housing search and stabilization services; tenancy skills; financial literacy; budgeting; apartment maintenance; housing voucher applications; CORI issues regarding housing; credit counseling; legal issues, paperwork preparation, dealing with leases and landlords. Southeastern Massachusetts Affordable Housing Corporation (SMAHC): SMAHC has been a nonprofit housing development corporation in Brockton since 1996. It has worked with the Brockton Housing Authority and the City of Brockton for 13 years. In 2000, SMAHC acted as the relocation specialist for the City of Brockton on the Arnone School project, relocating the tenants from the buildings acquired by the city in accordance with Massachusetts relocation statutes. In 2004, SMAHC built and sold an affordable single-family home in Brockton on the corner of Laureston and David Streets. The single-family home complemented the development by the Brockton Housing Authority and the Old Colony YMCA Youth Build another affordable home constructed on Laureston Street. In February 2007, SMAHC began working with the Paul & Phyllis Fireman Charitable Foundation6, the Massachusetts Department of Housing and Community Development (DHCD), the City of Brockton and the Brockton Housing Authority on the acquisition and rehabilitation of abandoned, bank-owned, vacant foreclosed three-family properties in Brockton. That project was funded in November 2007 with a $600,000 grant from the Paul & Phyllis Fireman Charitable Foundation, a $600,000 commitment from DHCD for a soft mortgage or a deferred loan, a $100,000 commitment of HOME funds from the City of Brockton and a commitment of $1,500,000 of financing from Rockland Trust. The project is presently ongoing with four buildings containing 12 units completed and one building with three units still under

6

Paul Fireman was the CEO of Reebok, one of the area's biggest shoe companies.

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rehabilitation, plus two additional buildings with six units to be identified and rehabilitated. SMAHC has contracted with the Brockton Housing Authority to oversee development and to manage the properties once developed. Since 2007, SMAHC has completed 37 units of acquisition/rehab/rental. Urban Neighborhood Homes: Urban Neighborhood Homes, LLC and its principal Douglas George have been involved in property development in Massachusetts since 1992 and have completed the re-development of 150+ units of urban workforce housing. By working hard to reduce soft cost expenditures and by self financing equity requirements, Urban Neighborhood Homes is able to quickly acquire and complete projects that others cannot. In the last year, it has financed and completed projects involving over 40 units of foreclosed housing; returning each to productive use as home ownership opportunities and affordable rentals. All have been in targeted census tracts. In each case, the property was turned around, put back on the tax rolls, and occupied within months of acquisition. Peabody Properties: Over the last fifty-plus years, EA Fish Companies has successfully partnered with government agencies and numerous municipalities and their residents to complete complex housing and mixed-use developments ranging in value from $5,000,000 to over $230,000,000. The EA Fish Companies are comprised of affiliates EA Fish Development, Dellbrook Construction and Peabody Properties, Inc. Together they operate as a fully-integrated real estate organization with professionals experienced in the procurement, development, financing, construction, and management of real estate assets. Collectively, the EA Fish Companies are led by Edward A. Fish as Founder, Chairman and CEO. Recent significant EA Fish developments include the $90 million turnaround of Mission Main public housing development in Boston's Mission Hill neighborhood, completed in 2001. The revitalization included the demolition of obsolete public housing and the master planning, design, and construction of 535 units of family town homes and a mid-rise building for seniors, and a community building, including resident services such as child care, computer learning, work force development, case management and educational seminars; The $85 million redevelopment of the St. John of God hospital into a mixed-income and mixed-use campus of continuing care, affordable housing and market rate housing on the grounds of the former Saint John of God Hospital in Brighton Massachusetts completed in 2004. The multiple uses of this 5.5-acre site include assisted living, a residence for people living with HIV/AIDS, independent living for retired priests, a skilled nursing facility, for-sale condominiums, surface and covered parking, and the creation of an approximately 19,000 square foot public green. The proposed St. John of God project was among the City of Boston's first affordable "Continuum of Care" campus projects. The deal was financed by cobbling together state and local soft debt, 4% tax credits and partnership equity. Among the project's biggest challenges were obtaining project financing, rezoning the project, creating the project ownership structure across a multitude of uses, and managing the project following stabilization; The $93.6 million new construction of the Metropolitan in Boston's Chinatown neighborhood, consisting of 250 mixed-income apartments and condominiums, supportive living for frail elders and people with disabilities, and commercial space for community organizations completed in 2005. After being awarded the development through an RFP process run by the Boston Redevelopment Authority EA Fish

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embarked on a three-year pre-development process that involved close collaboration with community leaders, a comprehensive City, State and Federal permitting process, and the assemblage of a complex capital structure that included a $64 Million construction loan and the syndication of 9% Low Income Housing Tax Credits. In excess of 450,000 square feet, the project included 251 residential units (both for-sale and rental), an underground parking facility, a landscaped public park, and 40,000 square feet of commercial space for office, education and retail use. Develop Brockton LLC: Since August, 2007, Develop Brockton LLC has acquired and rehabbed 46 buildings for 209 units, and invested $10,933,000 of private funds in real estate acquisition and rehab. Engaged Ministries (EM): Engaged Ministries is a faith-based non-profit in Brockton, MA. Beginning in the summer of 2007 Engaged Ministries identified the increasing number of foreclosures in Brockton as a threat to the overall stability of families in Brockton. To address this crisis EM borrowed $285,000 in a bridge loan from Kingdom Church to purchase and rehab foreclosed houses. EM used this initial seed money as a revolving loan pool that has allowed EM to complete nine properties with additional properties planned for this year. If funded, EM will continue and expand this successful program, with a goal of reaching 100 Brockton families by the end of 2012. Father Bill's and Mainspring: Property Management: Father Bill's & MainSpring manages and maintains a portfolio of 8 properties ­ 5 shelters (178 beds) and 3 housing properties (14 units). We have full-time professional maintenance crew to address facility needs. We also provide tenant management services to the tenants in our 150+ scattered site leased unit, where in many cases we lease the units and sublet to homeless individuals who are unable to secure leases on their own. For these units, we collect rents, arrange for repairs, and work to preserve tenancies by addressing problems that would otherwise lead to eviction. Project Development: The Father Bill's & MainSpring Development Team includes project management services from Neighborhood Housing Services of the South Shore (NHS) and development consulting services from Rothschild & Associates. NHS has developed 110 units of affordable housing, including 87 rental units and 23 homeownership units. Rothschild & Associates has developed 950 units of affordable housing and additional scattered site leased programs for homeless individuals. This team is currently developing Work Express Housing - 32 units of supportive housing in Brockton for chronically homeless individuals (16) and homeless veterans (15) with an additional unit for a resident manager (1). These studio apartments are funded with State and Federal development subsidies and Federal operating subsidies. Occupancy is projected for December 2009.

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The Team is also developing Weymouth Safe Homes - 12 apartments in Weymouth for homeless families (8) and chronically homeless individuals (4). These units are also scheduled for occupancy in December 2009. Homeless Housing Developed by Team 2007 ­ 2009: Work Express Housing, Brockton, MA ­ 32 units to be completed in 2009 Weymouth Safe Homes, Weymouth, MA ­ 12 units to be completed in 2009 356 Washington Street, Quincy, MA ­ 11 units completed in 2008 Additional Homeless Housing Developed by Development Consultant 2007 ­ 2009 Next Step Permanent Housing, Boston, MA ­ 13 units completed in 2007 Seeds of Hope Housing, Salem, MA ­ 22 units completed 2007 Susan Duley House, Cambridge, MA ­ 14 units completed 1008 Proposed Housing Activity in Brockton 2010 - 2012 Father Bill's & MainSpring, with support from its development team, is proposing to develop 12 housing projects for homeless families within the Brockton target area. We are seeking to develop rental housing projects with 10-12 apartments each. These apartments may be located in a single building or in two- to four-unit buildings clustered within the same neighborhood. The homeless families to be housed would come from Brockton area shelters and would be assisted with rental vouchers and a minimum of one year of stabilization services. Families with documented disabilities would be eligible for long-term support services. We are prepared to acquire existing buildings and undertake substantial rehabilitation, as needed. Our Team is highly experienced in completing successful property rehabilitation projects with Federal funds. We are well-versed in Federal requirements for affordable housing construction and will be prepared to provide all necessary documentation for program compliance. For projects that require substantial rehabilitation, we will use Neighborhood Stabilization funds to leverage other State and Federal funding, including but not limited to, weatherization and lead paint abatement subsidies. Relevant Brockton Area Services Provided by Father Bill's and MainSpring Family Emergency Shelter: The family shelter program has the capacity to serve 82 families at a time. This includes 37 congregate family units and 45 scattered site temporary apartments, of which 38 apartments are in Brockton. Approximately 3-8 of these families transition to permanent housing each month, some with rental vouchers and some with income from employment. Most of these families benefit from our stabilization services that are available for at least one year after moving from shelter to permanent housing. Adult Emergency Shelter: Open since February 1984, the MainSpring shelter serves 70 homeless single adults and is located adjacent to the Work Express Housing project site. Transitional Housing: The SHP-funded Gateway Program offers 20 beds of transitional housing in separate dormitories within the adult shelter facility coupled with employment services and support for substance abuse recovery. Gateway currently provides work experiences, housing, stipends, skills training, and substance abuse recovery services for homeless men and women.

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The Gateway employment service component will be expanded through private resources to provide employment services for tenants of the Work Express Housing. Relevant Regional Services Housing Search and Stabilization: Father Bill's & MainSpring (FBMS) operates one of the most successful housing search programs for homeless adults in the Greater Boston area. Case managers assist program participants in finding housing resources and placements. Shelter Plus Care Tenant-Based Rental Program: FBMS, in conjunction with the Quincy Housing Authority, provides subsidies for 72 disabled homeless adults and 24 disabled, homeless families into independent housing. FBMS coordinates the program and provides case management to assist tenants in learning to live on their own. Permanent Housing: FBMS owns and operates 3 housing properties with 14 units and collaboratively operates an additional 8 properties with 72 units with Neighborhood Housing Services of the South Shore, including 2 properties with programs for homeless veterans. 4. Redevelopment It is important to Brockton to have Consortium partners with a range of skills, experiences and interests. In organizing this Consortium, BBB was very aware that Brockton's housing problems are multi-faceted and beyond the capabilities of existing local non-profits. While the capacity of local groups to work on small numbers of problem properties is well established, it has been determined that major projects in the Central Business District are also desirable. The city seeks to use NSP2 funding to redevelop several buildings and vacant lots downtown that will concentrate new residents/shoppers at a scale level that will trigger a parallel commercial/retail activities surge. Accordingly, the effort was made to recruit established organizations to bring their particular interests and talents to Brockton. Community Builders (nonprofit) and Peabody Construction (for profit) are both national organizations with substantial experience. The Community Builders (TCB): The Community Builders, Inc. is the largest nonprofit urban housing developer in America. In the last 40 years, it has completed over 22,000 units of affordable, mixed-income housing and generated over $2 billion in development activity. TCB's mission is to build strong communities where people of all incomes can achieve their full potential. TCB does this by developing, financing, and operating high-quality affordable, mixedincome housing, by coordinating access to support services, and by planning and implementing other community and economic initiatives critical to the communities they serve. The Community Builders, Inc. works in collaboration with neighborhood groups, residents, public and private agencies, and philanthropic interests. TCB's housing developments vary in scale and complexity from small rehabilitation projects to large master planned communities. Over the last two years, TCB has developed over 1,000 units of affordable, mixed-income housing in cities throughout the Northeast, Midwest and MidAtlantic. As master developer of several HOPE VI engagements, TCB has an active pipeline of development phases. Since 2007, 12 phases were completed within eight of our HOPE VI

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projects, including Liberty Green, Louisville KY; Villages at Mill Crossing, Indianapolis, IN; East Downtown, Durham NC; and Cascade Village, Akron OH. As an example of TCB's recent projects, Liberty Green, located on the eastern edge of Louisville's revitalized downtown is a development project that is transforming the notorious Clarksdale public housing site into a new mixed-income community. With the completion of three out of four phases, 297 of 443 mixedincome rental units were placed into service between 2007 and 2009. In addition to developing four phases of rental housing, TCB is also managing the homeownership program in partnership with a team of local developers who bring expertise in condominium development and depth in the commercial and retail markets. TCB puts its integrated real estate development, property management, and resident services capacities to work in non-HOPE VI projects as well. They have created a unique approach to working together with the smaller, suburban communities to find and develop affordable mixedincome housing while being sensitive to local issues and concerns. Morgan Woods is an example of a community-driven affordable housing project. Located on the Island of Martha's Vineyard off the coast of Massachusetts, the project addresses the extraordinary demand for affordable family housing in the Town of Edgartown. TCB was selected by the Town of Edgartown to undertake the development of this 60-unit project to be built on 12-acres of land assembled and donated by the Town. Under the State's Chapter 40B zoning laws. TCB worked closely with the members of the Board of Selectman, local businesses, the regional housing authority, and many full-time residents to put in place the zoning and permits necessary to support this large-scale project. The project was completed in the fall of 2007, becoming the largest affordable housing development in the Island's long history. For Brockton's NSP2 strategy, TCB's work will focus on the redevelopment of three former industrial buildings in the Central Business District to create 60 units of affordable housing. 5. Job Training BAWIB: The Brockton Area Workforce Investment Board (BAWIB), along with other Workforce Investment Boards across the country, have been encouraged by the U.S. Department of Labor (BOL) and the U.S. Department of Housing and Urban Development (HUD) to deliver training and educational opportunities as part of a partnership that will provide neighborhood stabilization through employment opportunities. BAWIB has a history of collaborating with economic development and educational organizations to assess training needs, design programs and develop the tools necessary to deliver them. As the recipient of a prior DOL grant for capacity building, we were tasked at brokering training for Faith-Based and Community-Based organizations. The relationships that were developed from this program are still in place and have been cemented through collaborative work. Charged with funding training programs through the Workforce Investment Act to low-income, low-skilled workers, we often find that this population relies heavily on their community organizations for assistance, and the partnerships have allowed us to leverage funds to provide those services.

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If the City of Brockton's NSP2 application is fund, BAWIB will work with its regional employers to develop training that is driven by industry. This model promotes transferable skills for an individual versus sector specific training which can be limiting in times of economic difficulty. Individuals who obtain carpentry skills can work in constructing or rehabilitating housing stock, commercial building, set design and fine crafts, and in insurance and mortgage companies. BAWIB will be able to utilize data to develop clear and practical training for the Brockton's Neighborhood Stabilization Program to provide job training and employment opportunities and well-trained workers to help create housing, jobs and turn around the economic distress in our community. BAWIB anticipates developing job training programs tailored to the construction industry that will provide entry-level employees for Consortium members. It is projected that these programs will produce ten training classes with a result that 60 individuals will receive skill training, 90 individuals will receive training in language skills related to employment including English for Speakers of Other Languages (ESOL) and 50 participants will receive individual training in construction-related skills. 6. Code Enforcement and Receivership City of Brockton: The City has recently hired a new Building Commissioner who is promoting a vigorous code enforcement program. Representatives of the Board of Health, Police, Fire and Building Departments and Building a Better Brockton (BBB) tour the city on a regular basis to identify code violations and problem properties. Foreclosed properties in code violation are flagged by the BBB representative for priority consideration for rehabilitation through CDBG, NSP 1 and, if funded, NSP2 funded effort. Additionally, code violation information is provided a newly created Receiver that is partially funded by CDBG grants. The common objective of the Code Enforcement Task Force, BBB and the Receiver is to identify problem properties that are destabilizing neighborhoods and apply federal, state, private and municipal funds to address the problems. BBB, as the Consortium lead agency, will ensure that Consortium members are strategically considering these properties in all efforts to stabilize Brockton's neighborhoods. Management structure The City of Brockton will oversee the Consortium's NSP2 activities, with BBB acting as lead agency for the consortium. BBB will oversee all of the activities of the Consortium to ensure that the community is aware of all opportunities that arise from the NSP2 grant including homeownership and tenant counseling and training, buyer assistance with acquisition including lead abatement, weatherization and energy efficiency funds, soft second mortgages and down payment assistance. BBB will oversee the acquisition, rehabilitation, sales and own/hold of foreclosed and abandoned properties. BBB will provide oversight for the redevelopment of the three downtown buildings included in this proposal. The following consortium members will be responsible for their respective activities. An organizational chart depicting the Consortium relationships follows the list.

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Administration Building a Better Brockton ­ Consortium Lead Agency, reports to City of Brockton staff designated by Mayor Harrington Robert Jenkins, Housing Director, NSP Coordinator Don Walsh, CEO Peter Engels, Grants Manager Paul Morrison, CDBG Manager Internal Auditor, to be determined Rehabilitation Specialist, to be determined Others, as needed for marketing, outreach, etc. 50 School Street | Brockton, MA 02301 | 508-586-0021 www.brockton21.com Homebuyer and Tenant Counseling Neighborhood Housing Services of the South Shore Brian Moriarty, NSP Coordinator Norm Grenier, President 60 Legion Parkway | Brockton, MA 02301 | 508-895-1783 www.neighborhoodhousing.org Self Help, Inc. John Eastman, NSP Coordinator Jonathon R. Carlson, Executive Director 142 Crescent Street | Brockton, MA 02301 | 508-588-4049 www.selfhelpinc.org BAMSI Elaine H. Reiser, NSP Coordinator Anthony Simonelli, Jr. CEO 10 Christy Drive | Brockton, MA 02301 | 508-580-8700 www.bamsi.org Marketing and Community Outreach BIC Janine Carreiro, Community Organizer, NSP Coordinator 65 West Elm Street | Brockton, MA 02301 | 508-587-9550

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Job Training and Outreach BAWIB Sheila Sullivan-Jardim, Executive Director, NSP Coordinator 34 School Street | Brockton, MA 02301 | 508-584-3234 www.bawib.org Acquisition, Rehabilitation and Sale Urban Neighborhood Homes Douglas George, Principal, NSP Coordinator 32 Mayhew Street | Dorchester, MA 02125 | 617-293-0149 Peabody Properties Inc. Larry Oaks, NSP Coordinator 536 Granite Street | Braintree. MA 02184 | 781-794-1000 www.peabodyproperties.com Engaged Ministries Pastor Alexander Hurt, NSP Coordinator Kingdom Church | 758 Crescent Street | Brockton, MA02302 | 508-584-7400 Acquisition, Rehabilitation and Own/Hold Old Colony YMCA Cheryl Johnson, NSP Coordinator Kenneth Kleir, Senior Vice President Social Services 320 Main Street | Brockton, MA 02301 | 508-897-1224 www.oldcolonyymca.org SMAHC Thomas L. Plouffe, Executive Director, NSP Coordinator Brockton Housing Authority | 45 Goddard Road | Brockton, MA 02301 | 508-588-6880 Develop Brockton LLC John Ingram, Manger, NSP Coordinator John Fossetti, Managing Partner 624 Main Street | Brockton MA 02301 | 617-688-5522 www.Develop Brockton.com Father Bill's and MainSpring Nicole Fitzgerald, NSP Coordinator John Yazwinski, President and CEO 140 School Street | Brockton MA 02302 | 508-427-6448 www.fatherbillsmainspring.org

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Redevelopment The Community Builders Jan A. Brodie, Northwest Regional Director, NSP Coordinator 95 Berkley Street, Suite 500 | Boston, MA 02116-6240 | 617-695-9595 www.tcbinc.org

SOUNDNESS OF APPROACH Proposed Activities BBB will evaluate the progress of each of the identified activity areas every three months and may re-allocate NSP2 funds among the activity areas and among the providers if the grantee determines that insufficient progress has been made in accomplishing the stated goals and commitment of funds in compliance with NSP2 requirements and as detailed in each organization's individual proposal. Brockton may also identify additional activities, consistent with the needs analysis and eligible uses, if necessary, may amend its NSP strategy to incorporate such activities. A. Establish financing mechanisms for purchase and redevelopment. The City of Brockton has utilized CBDG, HOME and NSP1 funds to establish mechanisms for advancing funds to

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reimburse purchasers of foreclosed properties including down payment assistance and soft second mortgages to help make properties affordable. In addition to using NSP2 funds for this purpose, the City will work with Brockton Banks to assist in the financing of foreclosed and abandoned properties both for sale to individuals and nonprofit and for-profit partners. All homes acquired and rehabilitated by the consortium and for sale to low-, moderate- and middle-income homebuyers will be eligible for down payment assistance and soft second loans. The City estimates that there will be 98 homes eligible for this assistance. Self Help, Inc. and NHS of the South Shore will have primary responsibility for this component of the consortium's program. BAWIB will provide job training for eligible community members to help create a sufficient supply of carpenters and trades people to conduct rehabilitation, lead paint abatement and other necessary trades. The consortium will request that contractors participating in the NSP-funded program employ at least one of these newly trained individuals. Engaged Ministries, Urban Neighborhood Homes and Peabody Properties will use these financing mechanisms. B. Purchase and rehabilitate homes and residential properties that have been abandoned or foreclosed upon in order to sell, rent or redevelop such homes and properties. The City of Brockton is working with members of the consortium to ensure that homes purchased and rehabilitated through this program meet energy standards, qualify as healthy homes, are lead abated and fully weatherized. Foreclosed properties that are acquired and rehabilitated through this program will meet all of the above standards to enable trouble-free homeownership and tenancies. In addition all buyers will pass through a homeownership education program conducted by consortium members to certify the buyers as HUD-eligible buyers. NSP funds will be used with the City's Receivership Program to rehabilitate abandoned or blighted structures that are in court-ordered receivership. Three of the consortium partners will conduct buyer and tenant counseling (NHS of the South Shore, Self Help, Inc. and BAMSI.). Self Help, Inc. will screen all homes that are acquired and rehabilitated to ensure that they are properly weatherized, treated for lead paint, and meet high energy standards. Consortium partners participating in this activity will include SMAHC, Old Colony YMCA, Peabody Properties, Develop Brockton LLC, Engaged Ministries, Urban Neighborhood Homes LLC and Father Bill's and MainSpring. The cost of this component is anticipated to be $750,000 and, if awarded, NSP2 funds will be coupled with state and federal dollars. C. Establish Land Banks for homes and residential properties that have been foreclosed upon. The City will set aside funds to acquire for eventual resale certain foreclosed homes in the target area. BBB will work with Consortium members to identify properties that have strategic impacts on neighborhoods. All homes resold will be screened by Self Help, Inc. to ensure that they are lead safe and meet energy, weatherization and healthy homes standards. We have set aside $1,500,000 for proposals related to specific properties and any additional acquisition proposals in the target area. Building a Better Brockton will work with consortium partners to establish a program for purchasing foreclosed properties that can eventually be rehabilitated and sold or owned by our partners as part of a comprehensive revitalization strategy in specific areas. D. Blighted Structures. The Consortium will support the Receivership Program recently established by the City. Under this program blighted and abandoned houses will be cited for health and safety code violations. If the violations are not corrected within the specified

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timeframe, the court will be approached to name a receiver for the property, who in turn will correct the violations and maintain the property according to code. He or she will eventually be able to collect the cost of repairs and maintenance as part of a priority lien against the property from either the owner or through foreclosure. Properties that are foreclosed upon through receivership will be rehabilitated and resold to eligible purchasers. The Consortium anticipates that some demolitions will be done through a Request for Proposals (RFP) process which will bring other eligible buyers beyond the consortium. No more than 10% of grant funds will be spent on this activity. E. Redevelopment of demolished or vacant properties. The City will allocate $4,400,000 in funds for the redevelopment of three downtown buildings adjacent the commuter rail station by The Community Builders, a large regional developer of affordable housing and a member of the Brockton Consortium. This is a key project to revitalizing one of the Census Tracts in the target area and Brockton's downtown area. The development of the project will provide affordable housing that is close to transportation. Such housing will bring new, higher income tenants to the area thereby helping to revitalize the Central Business District. Project completion schedule The Brockton Consortium members understand that the timely distribution or expenditure requirements of sections 24 CFR 570.494 and 570.902 are waived to the extent necessary to allow the following alternative requirement: all NSP2 recipients must expend on eligible NSP2 activities 50% of their award of NSP2 funds within two years and 100% within three years. The consortium will be deemed by HUD to have received its NSP2 grant at the time HUD signs its NSP2 grant agreement. The consortium understands the following stipulation and intends to fully comply: nonprofit recipients of NSP2 funds shall follow the uniform administrative requirements for CDBG subrecipients at 24 CFR 570.502(b) as if they were subrecipients under that section. Governmental recipients shall follow the regular CDBG requirements at 24 CFR 570.502(a). Through BBB, the Consortium will submit a quarterly performance report, as HUD prescribes and monthly reports on NSP2 obligations and expenditures as prescribed. The Consortium will utilize HUD's web-based DRGR system and, post reports prominently on BBB's website as well. The Consortium will also comply with any additional Recovery Act reporting elements, as necessary. The Consortium understands and agrees to HUD's requirements on subawards in accordance with the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282) and the Recovery Act. The chart below shows the timeline for the projected use of NSP funds. Consortium members will report to BBB one month before the required DRGR report. At that time the each member's progress will be reviewed to ensure that the member is meeting the fund use projection.

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PROJECTED USE OF FUNDS - timeline Activity / Consortium Member HOMEOWNERSHIP AND TENANT COUNSELING NHS BAMSI Self Help BIC LEAD PAINT AND REHAB Self Help JOB TRAINING BAWIB ACQUISITON/REHAB/SALE Urban Neighborhood Peabody Properties BBB-request for proposals EM ACQUSITION/REHAB/OWNRENT Old Colony YMCA SMAHC Father Bill's and MainSpring Develop Brockton LLC REDEVELOPMENT Community Builders Building a Better Brockton TOTAL Total allocation Months 6 12 18 24 30 - 36

$2,000,000 $100,000 $250,000 $100,000 $750,000 $214,500 $875,000 $2,000,000 $1,500,000 $400,000

$400,000 $20,000 $50,000 $20,000 $150,000 $42,900 $175,000 $400,000 $300,000 $80,000

$800,000 $40,000 $100,000 $40,000 $300,000 $85,800 $350,000 $800,000 $600,000 $160,000

$1,200,000 $60,000 $150,000 $60,000 $450,000 $128,700 $525,000 $1,200,000 $900,000 $240,000

$1,600,000 $80,000 $200,000 $80,000 $600,000 $171,600 $700,000 $1,600,000 $1,200,000 $320,000

$2,000,000 $100,000 $250,000 $100,000 $750,000 $214,500 $875,000 $2,000,000 $1,500,000 $400,000

$660,000 $2,538,000 $2,000,000 $1,980000 $4,400,000 $1,500,000 $21,267,000

$132,000 $500,000 $400,000 $396,000

$264,000 $1,000,000 $800,000 $792,000 $880,000 $600,000

$396,000 $1,5000 $1,200,000 $1,188,000 $1,320,000 $900,000

$528,000 $2,000,000 $1,600,000 $1,584,000 $3,080,000 $1,200,000

$660,000 $2,538,000 $2,000,000 $1,980,000 $4,400,000 $1,500,000

$300,000

Note: The Consortium intends to fully commit and expend all of its funds in two and a half years. This timeframe allows for program income expenditures as required as well as unexpected delays.

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The following chart shows the projected timeline for completion of housing units and counseling throughout the three year grant period.

TIMELINE FOR UNIT COMPLETION Activity / Consortium Member HOMEOWNERSHIP AND TENANT COUNSELING NHS (Counseling Homebuyers) BAMSI (Counseling Tenants) Self Help (Counseling Buyers) BIC (Community awareness) LEAD PAINT AND REHABILITATION Self Help (lead paint, weather, energy) JOB TRAINING BAWIB (people in classes) ACQUISITON / REHAB / SALE Urban Neighborhood homes (houses) Peabody Properties (houses) BBB-request for proposals (houses) EM (houses) ACQUSITION / REHAB / OWN-RENT Old Colony YMCA (homes) SMAHC (homes) Father Bill's and Mainspring Develop Brockton LLC (homes) REDEVELOPMENT Community Builders (rehab building)

Units

Months 2 5 15 12 15 25 2 4 3 1 1 1 2 10

6 10 30 24 30 50 4 8 5 10 1 1 4 6 20

12 20 45 48 45 100 6 16 10 15 4 2 7 12 40 10%

18 30 60 75 60 125 8 24 15 20 6 4 14 15 60 25%

24 40 75 100 75 150 10 32 20 25 7 5 21 20 80 50%

30 - 36 50 75 120 75 150 10 40 24 25 9 6 24 24 100 100%

50 75 120 75 150 10 40 24 25 9 6 24 24 100 60

Should the NSP2 award be less than requested, BBB will ensure the best use of the available funds. BBB will weigh the factors that lead to the selection of Consortium members from more than 25 original expressions of interest and $94,000,000 in proposals. Income targeting for 120 percent and 50 percent of median Based upon 2000 Census data, 75% of the Brockton's population earns under 120% of area median income. As part of the Consortium's strategy, BIC, BAMSI and others will conduct outreach throughout the community so that people are aware of housing opportunities through the Brockton Consortium's NSP2 program. BIC will work through local congregations and other organizations to inform residents about the housing projects the Consortium is undertaking. The Brockton Housing Partnership will reach out to the schools in the area to make them aware of the opportunities available in Brockton, and the City, BBB and other Consortium members will conduct broad outreach through a variety of networks to reach people below 120% of the area median income. Several of the targeted projects, like the rental units with supportive services, will provide housing for people with incomes of 50% of area median income or less. These and other similar projects will help to achieve utilization of at least 25% of the NSP2 grant to provide

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housing to people in this income bracket. Additional assistance to people in the 50% of area median income bracket could conceivably be in the form of Homebuyer Assistance, Purchase / Rehabilitation Assistance, Soft Second Loans, or Rehabilitation Grants, it is more likely that low-income renters will benefit from the various activities undertaken by the consortium and its members using these mechanisms to rescue, rehabilitate and preserve two-, three-, and four-unit properties as affordable rental units. To the extent possible, Consortium members will use Section 8 vouchers (Housing Choice Vouchers) and other rental assistance funds to help lower income households with affordability, while providing reasonable operating budgets for owners. In the context of Brockton's NSP2 proposal, "affordable" means that (1) maximum rents, less an allowance for tenant-paid utilities, will not exceed the lesser of (a) "High HOME Rent" which is 30% of the monthly income of a household earning 65% of area median income adjusted for the number of bedrooms in the unit or (b) the HUD Fair Market Rent. HUD affordable rents Unit size 100% median studio $1,300 1- bedroom $1,390 2- bedroom $1,670 3- bedroom $1,855 Income Limit NSP-Median 1-person 30% $16,700 50% $27,850 80% $44,500 100% $55,625 120% $66,800

80% median $1,035 $1,100 $1,335 $1,485

50% median $650 $695 $835 $930

30% median $390 $420 $500 $560

2-persons $19,100 $31,800 $50,900 $63,625 $76,300

3-persons $21,500 $35,800 $57,250 $71,560 $85,850

4-persons $23,850 $39,750 $63,600 $79,500 $95,400

Continued affordability Through deed restrictions and other mechanisms, the Brockton Consortium will ensure, to the maximum extent practicable and for the longest feasible term, that all NSP2-assisted properties will remain affordable to persons whose income do not exceed (1) 120 percent (120%) of area median income, and (2) 50 percent (50%) of area median income, as applicable. The mechanisms for these restrictions and the timeframes of the restrictions will vary depending on the type of project, depth of subsidy and other factors. All rental properties will be occupied by low-, moderate- and middle-income households with affordable rents. Covenants, liens and other mechanisms to be approved, which run with the property, will be recorded to ensure the continued affordability of both ownership and rental properties acquired and rehabilitated with NSP2 funds.

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For acquisition-rehab-resell properties, as long as the homeowner continuously resides in the property as his/her primary residence, the NSP2 rehab funds used will be forgiven in accordance with the following schedule: a. repayment of funds for rehab under $15,000, on each anniversary date of closing, one fifth (1/5) shall be forgiven; b. for rehab funds totaling more than $25,000, on each anniversary date of closing one tenth (1/10) of the rehab funds will be forgiven; c. for rehab funds greater than $40,000, on each anniversary date of the closing one fifteenth (1/15) or the rehab funds will be forgiven. d. Any portion not forgiven shall be repayable upon sale or transfer of the property. For acquisition-rehab-own/hold properties and redevelopment properties, affordability restrictions will be put in place for twenty years. Recaptured funds will be returned to BBB. A stipulation will be placed on all rental properties that they remain affordable as defined. Consortium members agree to this stipulation. "Affordable" means that (1) maximum rents, less an allowance for tenant-paid utilities, will not exceed the lesser of (a) "High HOME Rent", thirty percent (30%) of the monthly income of a household earning sixty-five percent (65%) of area median income adjusted for the number of bedrooms in the unit, or (b) the HUD Fair Market Rent. It is the intent of the consortium that the rental guidelines not exceed the HOME requirements. The majority of small multifamily homes rehabilitated and either owned and sold under the NSP2-funded program will be maintained as affordable for 15 years. Consultation, outreach, communications There is a terrific collaborative effort now underway in Brockton among local government, community-based organizations, and private partners to assemble and integrate all available federal, state, local and private resources so as to have the greatest possible positive impact to turn around the community's rising foreclosures and declining economic circumstances. The currently available resources are insufficient to address the scale of the problem, and additional problems are coming into play with falling real estate values and significant numbers of properties that are distressed, but have not been foreclosed upon. Nevertheless, there is great determination to do the utmost to alleviate these conditions in Brockton so as to preserve and protect the substantial community development progress that has been achieved in recent years. In the coming year, under the direction of the Mayor, the City will work closely with the Brockton Housing Partnership and the Mayor's Task Force on Housing and Foreclosure Prevention and the NSP2 Consortium to craft responses to quickly changing housing, economic development, and public service needs and circumstances. The NSP2 Consortium, the second consortium the City has formed in recent years, is a product of the outreach efforts. The City desired broad participation in its efforts to seek future funding in the competitive grant process. It reached out widely to groups and organizations that would

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have a direct impact on the community's foreclosure problem. The City intends to work closely with the Consortium to stabilize and rejuvenate its housing stock. Through BBB, the City has sought out and encouraged input and involvement of public agencies, the business community, community-based organizations and other groups in the determination of community development and neighborhood needs and in recommending community development objectives, priorities and resource allocations. The City sought input from a wide variety of community organizations and will continue this process. Below is a partial list of contacts for this proposal: Brockton 21st Century Corporation (nonprofit community development organization with economic development focus) Brockton Area Multi-Service Agency (BAMSI - help-line and referral service for housing and related needs) Brockton Area Transit Authority (BAT) Brockton Housing Authority (public housing and CHDO) Brockton Housing Partnership Brockton Interfaith Community Brockton Mayor's Office Career Works (job training and employment assistance center) Father Bill's and MainSpring House (homeless services) Mayor's Economic Development Advisory Group Metro South Chamber of Commerce Neighborhood Housing Services of the South Shore (NHS) Old Colony Planning Council (regional planning organization) Old Colony YMCA Plymouth County Housing Alliance (Continuum of Care) Self Help, Inc. (de-leading and self-sufficiency programs) United Way of the South Shore The City of Brockton's Citizen Participation Plan (CPP) for its HUD-funded programs was updated in March of 2008 and is still in use. The Citizen Participation Plan is designed to encourage residents - particularly those of low and/or moderate-income, social service agencies, the business community, local and regional institutions, community and faith based organizations, as well as departments and instrumentalities of the City to participate in the creation of, and amendments to the Strategic Plan, as well as in the creation of, and the preparation of performance reports. Through the CPP, information about program activities and funding and the opportunity to submit comments is available in multiple languages reflective of the demographics of the city; program activities are structured to adhere to anti-displacement policies to minimize displacement and to provide assistance to any persons who may be displaced; plans for funding are published in newspaper(s) of general circulation, by making copies of plan available for inspection in various accessible public locations, and by posting the documents on the City's

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website (www.brockton.ma.us) and Building a Better Brockton website (www.BuildingaBetterBrockton.com). Building a Better Brockton, since its inception in July 2008, has continued to meet with members of the community, state agencies, and delegations from neighboring cities in attempts to find lasting solutions to local and regional problems. In the past year BBB has worked with Brockton 21st Century and the Metro South Chamber of Commerce to analyze the business community's needs. Primarily through Brockton Interfaith Community, but also through other consortium members and partners, the NSP2 Consortium will reach out to local organizations to promote the activities that are being funded and reach as many potential beneficiaries as possible. Self Help, Inc. and NHS of the South Shore will conduct follow up with potential homebuyers and tenants who have attended homeownership classes over the past few years and in the future. Many additional collaborations and partnerships have formed in response to this crisis, and we will work to sustain these relationships to benefit the business and residential community in Brockton. The Brockton Housing Partnership, a group of Brockton banks, is making an effort to promote homeownership through its "Buy Brockton Program" and its sponsorship of Neighborhood Housing Services of the South Shore by making free space available in a member bank. BBB is working with the United Way on its Housing First Initiative. BAMSI will liaison with this group to make the region's homeless groups aware of housing options through the NSP2-funded activities. Many of these groups are Consortium members as well, who will be informed and will share information with their clients. Citizen Participation for NSP2 Application For purposes of the NSP2 application, notice was published on July 2, 2009 in the local paper, The Brockton Enterprise, and information was available on the City of Brockton (www.brockton.ma.us) and BBB (www.BuildingaBetterBrockton.com) websites as well as in public locations on July 2, 2009 with comment period through July 12, 2009. No written comments were received; however, during the notice period it was brought to the City of Brockton and Building a Better Brockton's attention that a proposed member, Economic Development Finance Corporation, was the object of an administrative complaint brought on behalf of the Commonwealth of Massachusetts by the Secretary of State's Securities Division. Building a Better Brockton, making no judgment on the merits of this complaint, elected not to potentially penalize the consortium or sidetrack the efforts of consortium members because of this issue. As a result, Economic Development Finance Corporation has been eliminated from the proposed consortium. Upon submission, this application to HUD will be posted on the same webpages. Performance and monitoring, Internal Audit function BBB will ensure that each activity the consortium undertakes is clearly defined, and that each consortium member is assigned to an appropriate activity. Each consortium member will execute a contract with a clear definition of the activity to be performed including the timeline for

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performance, draw schedule and budget. Consortium members will report to BBB quarterly one month prior to DRGR quarterly reporting requirement. The report shall contain amounts drawn down, narrative summary, work progress, percent completed and problems encountered. Each consortium member will keep a record of activities including a description of the project, location, amount of NSP Funds both budgeted and expended. Each member must retain documentation on employment as it relates to LMI individuals including records on Fair Housing and Equal Opportunity. BBB will evaluate materials received and conduct monitoring with subawardees. BBB will analyze each activity and assign a risk level with guidance from HUD. BBB will designate a Program Manager who will be responsible for reviewing reports, monitoring progress and implementing any corrective action necessary. The Program Manager will be assisted by BBB's Director of Housing. Either may elect to seek outside technical assistance for particular problems. BBB staff will visit each consortium member's offices at least every six weeks to ensure compliance with CBDG/NSP regulations. In the activities involving acquisition, BBB and consortium member will jointly select properties with the right of each to reject. BBB will prepare a short write-up on the decision, outlining factors relating to the decision. BBB has developed a closing check list as it relates to acquisition and sales. BBB will review documents to ensure that properties assisted are deed-restricted for affordability. Consortium members will ensure that homebuyers and tenants receive HUDapproved counseling and will document this and income-eligibility. BBB will monitor this activity to ensure compliance. A BBB staff member may make more frequent reviews of cases involving high risk activities and may schedule more frequent meetings. High levels of compliance may result in less frequent visits. BBB will review all consortium activities and members as to the continued effectiveness of the consortium and its goals. BBB may call meetings of the consortium to ensure members are working together on activities that should be collaborative (e.g., homebuyer and tenant counseling, lead paint abatement and buyer awareness and outreach). Each consortium member will explicitly authorize the audit of its NSP2 activities. The internal audit function will be fulfilled by a new position within BBB. This person will be responsible for monitoring, compliance and troubleshooting for the NSP2 grant and other grant programs as appropriate. He or she will continually examine potentially risky areas of program operations and management and provide regular feedback to program managers and Consortium members. This feedback will include identification of risky management practices and missing or ineffective internal controls, areas that are not in compliance with program requirements and ineffective implementation of established policies. The Program Manager and his/her staff will closely monitor the reports of the internal auditor and together they will bring any negative results to the CEO and Housing Director. Problems will be quickly addressed and discussed with appropriate consortium members.

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BBB will be responsible for DRGR reporting compiling members' reports, internal audits and staff input. BBB will also review all activities to ensure that activities are carried out in the manner outlined in this proposal. BBB will ensure that the consortium maintains records of all rental units and check to see that all units fall within the affordability guidelines. BBB will ensure that each homeownership unit that has received lead paint remediation, weatherization, and energy upgrades, soft second loans and down payment assistance as needed, and that a lien is placed for the full affordability period. BBB will monitor compliance with affordability requirements. BBB will review consortium activities to ensure that 50% of the funds are spent within two (2) years of grant date and the balance spent by the end of year three (3). Program income will result from loan repayments and recapture and will be recycled into the activity from where it arises. Reuse of program income for activities for other than planned activity will be determined by BBB and approved by HUD. The City of Brockton will coordinate all Environmental Review activities at BBB's request. BBB will make all consortium members aware of labor standards and insurance requirements, and will conduct reviews to ensure that licensing requirements are met. BBB will maintain final records for the consortium activity including records of all NSP2 activities conducted all consortium members. BBB will track each activity including periodic account reconciliations. Through the Internal Auditor, BBB will establish and maintain a record of all citizen input including complaints, complements, suggestions, and other conflicts as they arise. The Internal Auditor and consortium members will explore all complaints or grievances and work to resolve them. BBB will seek citizen input throughout the program's duration and will report annually to the public on use of NSP2 funds using written media, website and a public meeting. BBB's present staff includes its CEO with 30 years of housing experience, Housing Director with 25 years direct housing experience, and CDBG Program Manager with 15 years of finance and accounting experience. These executives have had lengthy experience with the HUD grant process and are presently overseeing CDBG and NSP1 funds. BBB is in the process of hiring a rehabilitation specialist who will monitor the physical aspects of all rehabilitation jobs including code compliance and performing to specification. In addition, if funded, BBB will hire some to fill the internal auditor function and monitoring function for all grants. BBB also contracts with a CPA firm to conduct an agency audit annually. This audit helps to ensure appropriate procedures and internal controls related to all activities and grant management.

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LEVERAGING OTHER FUNDS AND IN-KIND Brockton is a city with very limited resources. The community has a low tax base due to a small number of businesses and low home values. Over 75% of the city's residents earn less than 120% of area median income, and 55.5% of the community's residents qualify as low- or moderate-income. When Brockton's last remaining shoe factory closed earlier this year, we lost not only a member of the business community, but jobs for many residents. To stem the real estate and foreclosure crisis and prevent further decline, the City is attempting to marshal its resources and leverage consortium members' assets as well. The City of Brockton, through Building a Better Brockton, has created this Consortium to fully utilize any resources that are available in this community. Brockton has tremendous assets in the various groups working to improve the community. The City and consortium members have brought their assets, skills and talents as leverage to the consortium. Commitment letters for funding and in-kind leverage are enclosed in the Appendices of this proposal, including: Urban Neighborhood Homes $4,375,000; BAMSI $388,000; Father Bill's and MainSpring $375,000; Develop Brockton LLC $3,750,000. The Community Builders will bring $23,264,000 in Low Income Housing Tax Credits and Historic Tax Credits for the downtown redevelopment project. Two members of the consortium will receive state funding to support their work on this project: Self Help ($869,000) and NHS ($400,000). SMAHC is seeking matching funding from the Fireman Foundation and the Oak Foundation. Building a Better Brockton contributes the time of two staff members who are not covered by the grant ($40,000). These contributions ($33,697,000), combined with the NSP2 request ($21,267,000) will have a tremendous impact in Brockton's most distressed neighborhoods. In addition to the in-kind and funding commitments above, the City is bringing in services and benefits that are unquantifiable, like strengthening its code enforce rules to address foreclosures, distressed and abandoned properties and other local problems. Presently people are purchasing foreclosed properties and short sales because they are low-priced. Buyers, who are primarily investors, are purchasing properties and only conducting minor, if any, repair. The City is pulling water meters off any abandoned properties that do not have sprinklers, because properties with three or more units are required to have sprinklers. New owners are required to get a certificate of occupancy from the City prior to inhabiting or renting properties. City is inspecting and requiring that occupancy standards are met, and has created a Code Enforcement Task Force to oversee this effort. The City has also created a task force to assist in the Receivership process, to take properties that are not being properly maintained where the owner does not respond to citations. Finally, Mayor Harrington has created the Mayor's Task Force on Housing and Foreclosure Prevention to empower community groups and members by involving them in activities to support the NSP2 Consortium's work and the City's stabilization efforts.

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REMOVAL OF SUBSTANTIAL NEGATIVE EFFECTS Using the HUD-provided rubric in Appendix 3 of the NOFA and the same data HUD used for vacancy scores from USPS 90 day vacancy data: ((1.5) * (302)) / 458.45 = 0.988116 for the target area selected in this proposal. See detailed calculation in the Appendices. ENERGY EFFICIENCY IMPROVEMENT AND SUSTAINABLE DEVELOPMENT FACTORS Transit accessibility The Consortium's target area is primarily Census Tracts along Brockton's Main Street. The area was formerly housing that was built and owned by individuals working in the shoe factories. They could all walk to work from these locations, so no part of the primary target area is more than a mile from the train station, which is now part of the commuter rail system to Boston. The target area is served by the Massachusetts Bay Transportation Authority (MBTA), which runs the commuter rail as well. The webpage with the train schedule is www.mbta.com/schedules_and_maps/rail/lines/?route=OLCOLONY . There are three commuter train stops in area. Trains run to Boston hourly during the morning and evening rush hours and every hour and a half in between. It takes only 36 minutes to get to Boston on the commuter rail, which also serves the adjacent communities of Kingston, Weymouth, Plymouth, Braintree and ends in South Station, Boston. Additionally, the Brockton Area Transit Authority (BAT) runs a bus or trolley (#4A, #1, #8) every twenty minutes during rush hour and every forty-five minutes otherwise. Their webpage with schedules is www.ridebat.com/schedule_fares.asp. The entire target area of this proposal is served by exceptionally good transportation and/or walkability with easy access to the major employment centers in the area, including Brockton's downtown. Residents do not need a car to get to work or to conduct much of their regular daily shopping, banking, and other appointments. Green building standards The Consortium intends to fully incorporate energy efficiency, environmentally friendly and sustainable or green elements in all acquisition and rehabilitation activities. The Consortium will use the Brockton Renovation Guidelines, which can be found in the Appendices of this proposal. These guidelines were designed by the Brockton Housing Authority to make rehabilitation energy efficient, lead safe or lead free and incorporate sustainable or green elements where possible. Additionally, the proposed downtown redevelopment buildings -- the Furniture, Knight and Scheibe Buildings -- will utilize, to the highest extent possible, renewable energy features. The Community Builders will incorporate water conservation techniques and systems, durable materials, efficient layouts, heat absorbing materials and green roofing. The Community Builders has extensive success and experience in building sustainable affordable housing. Self Help, Inc. has extensive experience with lead abatement, energy efficiency, weatherization and Healthy Homes standards and will oversee all projects for the consortium to ensure that the standards are

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Page 37

met. BBB's Housing Director will review all work write ups to see that proposed units comply with the Renovation Guidelines. BBB's rehabilitation specialist will oversee compliance in each case. The Renovation Guidelines for Contractors meet or exceed for rehabilitation for moderate rehabilitation or energy retrofits. All products and appliances will meet Energy Star guidelines and high standards for water use efficiency. All homes will meet established environmental and energy efficiency standards such as Green Communities or equivalent. Gut rehabilitation, some rehabilitated houses, and the redevelopment of the Furniture, Knight and Scheibe buildings will meet or exceed the Energy Star standards for New Homes. Re-use of cleared sites Brockton is facing the challenges and opportunities that come from a very poor economy and a changing landscape. In 2007, the City developed an Open Space and Recreation Plan. The plan dealt with existing open space and space being created by the loss of housing. It looked to utilize open and green space near downtown to improve on local public space. In this NSP2 proposal, the Consortium did not request or advocate for demolition of properties; however, members of the consortium are working to clean up lots within the target area. BBB, BIC, NHS, Self Help and the Brockton Housing Authority are conducting a neighborhood project to clean up existing lots and surrounding area called "Putting Neighbors Back into Our Neighborhood" in our NSP1 target area. BBB is in discussions with several groups for the redevelopment of some of the lots in the target area. Other sustainable development practices Energy costs in Massachusetts are among the highest in the nation. The cost of heat and electricity consume a significant percentage of many homeowners' income, particularly in the winter months when home heating costs are at their peak. The City of Brockton believes that making homes more energy-efficient will help to reduce foreclosures by making monthly energy bills more affordable. Therefore, residential efficiency measures will be a key element of Brockton's NSP2 program. Brockton is working in partnership with Self Help, Inc., the local Community Action Agency, to create a comprehensive energy efficiency, lead paint abatement, and Healthy Homes program. The Consortium will use a portion of its NSP2 funds to supplement Self Help's already existing weatherization program for homeowners who are within 60-120% of Massachusetts state median income and for homeowners who have oil heated homes that are not covered by utility-funded efficiency programs. This population has been identified as a community that has been underserved by traditional federal and utility-sponsored energy efficiency programs. Brockton's residential efficiency program will leverage existing utility programs and federal tax credits to provide low cost retrofits to residents with a goal of reducing the homes' energy consumption by 20%. BBB and the City of Brockton will work with Self Help to develop and implement the weatherization component of the program that would be funded by NSP2 funds for properties that are purchased by homeowners who meet the program requirements. This is consistent with

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Page 38

the weatherization initiative that will be spearheaded with funding from the City of Brockton's Energy Efficiency and Conservation Block Grant (EECBG) program. As part of its Energy Efficiency and Conservation Strategy (EECS) required under EECBG, Brockton will create the program plan. The initiative features three elements: 1. Program Design: Brockton and Self-Help Inc. will complete a program plan for identifying and targeting homes, finalize an incentive program, and coordinate with other local partners. The plan will prioritize the use of existing utility energy efficiency program infrastructure and collaboration with utility partners to minimize startup and administrative costs. 2. Community Outreach and Promotion: Simply offering rebates or low-cost financing for energy efficiency services may not adequately motivate homeowners to retrofit their buildings. The City of Brockton will develop a community-based marketing approach to promote its incentive program and to help residents access existing rebates and tax credits through a streamlined one stop shopping approach. This marketing campaign will promote the program using trusted community-based organizations such as local churches, schools and community organizations. The program will also develop marketing materials that fully explain all available energy efficiency incentives to potential consumers. Traditional utility-based energy efficiency programs have had limited success reaching low- and moderate-income homeowners. This program will explore non-traditional marketing techniques for generating demand in this market segment. By bundling together the lead, Healthy Homes and weatherization initiatives, it will be more simple and streamlined for residents to access services. 3. Incentive Distribution: The City will work with Self Help, Inc. to verify resident eligibility, deploy auditors and contractors, and verify completion of work. We will distribute incentives through the existing administrative infrastructure. The average home will require approximately $6,000 in energy efficiency measure spending. 4. Monitoring and Verification: The Massachusetts Department of Public Utilities requires strict quality and data collection standards for utility-based retrofit programs. The City of Brockton retrofit incentives will leverage this existing energy efficiency service infrastructure and coordinate with the utility. City incentives will support work completed by contractors that have qualified for existing utility-sponsored programs. This will ensure that Brockton residents receive effective energy efficiency retrofits of their homes and that the City's investment of ARRA dollars supports high-quality installations and leverages existing infrastructure. At the same time, the City will encourage the utility to incorporate qualified new entrants into their network, in order to help new green businesses and trainees from its separately funded training programs to thrive, and in order to improve the quality of the utility programs by bringing in more competition. Massasoit Community College has received a state "Pathways out of Poverty" green jobs grant to train local residents for weatherization work. This initiative presents a tremendous opportunity to combine state and federal funding to address energy efficiency issues in Brockton's older homes, including foreclosed and distressed properties being renovated and reused through the NSP2 program.

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Page 39

NEIGHBORHOOD TRANSFORMATION AND ECONOMIC OPPORTUNITY Brockton is faced with multiple issues that impact the quality of life for many of its residents. While there are numerous attractive residential neighborhoods populated by families and individuals with steady employment throughout the city, there are both scattered and concentrated problem areas. Unemployment and foreclosed properties are exceptionally high in Brockton. The City and many of its nonprofit organizations are working together to combat these problems. Brockton 21st Century Corporation, Metro South Chamber of Commerce, Brockton Area Transit Authority, Brockton Area Workforce Investment Board and the Old Colony Planning Council (OCPC) work together on several transportation, water, sewer, economic development and workforce training programs and plans. OCPC has assumed the responsibility for formally managing the planning process and annually produces key planning documents, particularly the Comprehensive Economic Development Strategy (CEDS) and the Transportation Improvement Plan (TIP). These plans are regional, and Brockton is at the core of each. These plans can be accessed at OCPC's website: www.ocpcrpa.org. The City of Brockton and BBB work closely with Old Colony Planning Council on a regular basis to coordinate overall planning. Old Colony has played a vital role in the City's Five Year Strategic Plan as well as assisting with the City's CBDG, HOME, and NSP documents and plans. These same organizations are joined by Building a Better Brockton (BBB), Brockton Housing Authority, Brockton Parking Authority and the City of Brockton's CFO to form the Mayor's Economic Advisors Group. This group produced the Brockton Economic Summit of 2007-2008 which identified 15 specific action items for city and organizations to pursue. These action items can be viewed at the Brockton 21st Century website: www.brockton21.com. The United Way of Greater Plymouth County has organized local and regional organizations working on chronic homelessness. The United Way led the preparation of the Mayor's Ten Year Plan to End Chronic Homelessness, which can be viewed at the United Way's website: www.uwgpc.org. One of BBB's primary roles is to be the convener and the operational infrastructure for joint efforts by nonprofits, the private sector, and government and quasi-public organizations. BBB has taken a very strategic perspective in developing this NSP2 Application so that multiple needs and objectives can be addressed by the requested funding. Turning around Brockton's foreclosed housing is a primary objective but it must be aligned with the related issues of growing jobs, workforce training, energy conservation, safe streets and the revitalization of the Central Business District. In order to accomplish this, BBB is working closely with several the key organizations discussed above and many, many others, to coordinate plans, activities and resources. The City, BBB and Old Colony Planning Council, in collaboration with other Consortium members and community members are ensuring that the NSP program will address the community's needs in ways that are consistent with other regional planning efforts.

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Page 40

CONCLUSION The City of Brockton, Massachusetts and a Consortium of 14 public, private and nonprofit partners are thrilled for the opportunity to apply to HUD for NSP2 funding. The City is already making a positive impact on the community's devastating foreclosure and abandonment problems with funding through NSP1 and CDBG, and, through that work and other local and regional efforts, we have been fortunate to assemble a consortium of the area's hardest working and most committed nonprofits, public agencies and private sector partners to launch a largescale attack on the city's most destabilizing issue. The range of activities outlined in this proposal, combined with leveraged funding and in-kind commitments and other local support, plus funding from HUD through NSP2 would increase neighborhood stability and have a tremendous positive and long-term impact on our community. By funding this proposal, HUD will be part of an important partnership with the City of Brockton and the Brockton nonprofit, business and residential community that will afford our city the resources, talent and commitment necessary to stabilize neighborhoods, provide affordable housing for community members and improve the condition of our housing stock and the state of the local real estate market. We are grateful for the opportunity to apply for funding for this initiative through HUD's NSP2.

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

FORMS · · · SF-424, Application for Federal Assistance SF-424 Supplement, Survey on Ensuring Equal Opportunities for Applicant Consortium Agreements

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Consortium Agreements

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

DISCLOSURES · · SF-LLL, Disclosure of Lobbying Activities HUD-2880, Applicant/Recipient Disclosure/Update Report

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

APPENDICES · · Target geography map and list Definitions - blighted structure - affordable rents - description of housing rehabilitation standards Applicant's code of conduct Leveraging documentation and firm commitments from each for-profit partner References Signed Certifications Calculation of removal of negative effects using HUD provided rubric Summary of citizen comments including URL where plan is posted Checklist

· · · · · · ·

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Target Geography Map and Census Tract Chart

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Definitions

Affordable rents. Affordable rents means that (1) maximum rents, less an allowance for tenantpaid utilities, will not exceed the lesser of (a) "High HOME Rent", thirty percent (30%) of the monthly income of a household earning sixty-five percent (65%) of area median income adjusted for the number of bedrooms in the unit, or (b) the HUD Fair Market Rent; (2) selling prices in ownership projects will not exceed the guidelines in effect for the Massachusetts Department of Housing and Community Development's Local Initiative Program. Abandoned. A home is abandoned when mortgage or tax foreclosure proceedings have been initiated for that property, no mortgage or tax payments have been made by the property owner for at least 90 days, AND the property has been vacant for at least 90 days. Blighted structure. A structure is blighted when it exhibits objectively determinable signs of deterioration sufficient to constitute a threat to human health, safety, and public welfare. Massachusetts General Laws (MGL) 121A and 121B provide guidance regarding the definition of blighted structures. Consistent with those statutes, the City of Brockton defines blighted structures for purposes of NSP as a building that by reasonable determination displays physical deterioration rendering the building unfit for human habitation, obsolete or in need of major maintenance or repair or lacks ventilation, light or sanitation facilities contributing to a condition that is detrimental to safety, health or morals. CDBG funds. CDBG funds means, in addition to the definition at 24 CFR 570.3, NSP2 grant funds distributed under this notice. Current market appraised value. The current market appraised value means the value of a foreclosed upon home or residential property that is established through an appraisal made inconformity with the appraisal requirements of the URA at 49 CFR 24.103 and completed within 60 days prior to an offer made for the property by a recipient, subrecipients, developer, or individual homebuyer; provided, however, if the anticipated value of the proposed acquisition is estimated at $25,000 or less, the current market appraised value of the property may be established by a valuation of the property that is based on a review of available data and is made by a person the recipient determines is qualified to make the valuation. Continued affordability. NSP-assisted housing will meet the affordability requirements for not less than the applicable period specified in the chart below, beginning upon project completion. The affordability requirements apply without regard to the term of any loan or mortgage or the transfer of ownership. They must be imposed by deed restrictions, covenants running with the land, or other mechanisms approved by Building a Better Brockton, Inc. Rental Housing Activity minimum period of affordability in years rehabilitation or acquisition of existing housing per unit amount of NSP funds: under $15,000 -- five (5) years; $15,000 to $20,000* -- ten (10) years, over $40,000 or rehabilitation involving refinancing fifteen (15) new Construction, gut rehabilitation or acquisition of newly constructed housing -- twenty (20 ) years. Homeownership assistance NSP amount per-unit minimum period of affordability in years: under $15,000 -- five (5); $15,000 to $20,000* -- ten (10); over $40,000 -- fifteen (15) years.

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Foreclosed. A property has been foreclosed upon at the point that, under state or local law, the mortgage or tax foreclosure is complete. HUD generally will not consider a foreclosure to be complete until after the title for the property has been transferred from the former homeowner under some type of foreclosure proceeding or transfer in lieu of foreclosure, in accordance with state or local law. Housing rehabilitation standards. See details "Renovation Guidelines for Contract" following these definitions. NSP-funded housing rehabilitation will bring substandard housing units into Compliance with Article II of the Massachusetts Sanitary Code, which sets minimum habitability standards for residential dwellings and all properties being rehabilitated must be abated of lead paint hazards. Both rehabilitation and new construction housing projects will also be required to use Energy Star building performance standards. HERA provides that any NSP-assisted rehabilitation of a foreclosed-upon home or residential property shall be to the extent necessary to comply with applicable laws, codes, and other requirements relating to housing safety, quality, and habitability, in order to sell, rent, or redevelop such homes and properties. Attached and made part of this application are Building a Better Brockton's Housing guidelines that were developed by the Brockton Housing Authority and various developers working in the area. This guide line meets or exceeds Section 8 requirements and NSP2 directives. The consortium guidelines include improvements to increase the energy efficiency or conservation of all homes rehabilitated or assisted through NSP2 funds and properties or to provide a renewable energy source or sources. The consortium will follow HUD's encouragement, and use the NSP2 funds not only to stabilize neighborhoods in the short-term, but to strategically incorporate modern, green building and energy-efficiency improvements in all NSP activities to provide for long-term affordability and increased sustainability and attractiveness of housing and neighborhoods. Land bank. A land bank is a governmental or nongovernmental nonprofit entity established, at least in part, to assemble, temporarily manage, and dispose of vacant land for the purpose of stabilizing neighborhoods and encouraging re-use or redevelopment of urban property. For the purposes of the NSP program, a land bank will operate in a specific, defined geographic area. It will purchase properties that have been foreclosed upon and maintain, assemble, facilitate redevelopment of, market, and dispose of the land-banked properties. If the land bank is a governmental entity, it may also maintain foreclosed property that it does not own, provided it charges the owner of the property the full cost of the service or places a lien on the property for the full cost of the service. Subrecipient. Subrecipient shall have the same meaning as at the first sentence of 24 CFR 570.500(c). This includes any nonprofit organization (including a unit of general local government) that an NSP2 recipient awards funds to. The term also includes any land bank receiving NSP funds from the recipient or other subrecipients.

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Use for the purposes of section 2301(c)(1). Funds are used when they are obligated by a state, unit of general local government, a nonprofit entity, consortium of nonprofit entities, or any subrecipients thereof, for a specific NSP activity. Funds are obligated for an activity when orders are placed, contracts are awarded, services are received, and similar transactions have occurred that require payment by the state, unit of general local government, nonprofit entity, consortium of nonprofit entities, or a subrecipient during the same or a future period. Note that funds are not obligated for an activity when sub awards (e.g., grants to subrecipients or to units of local government) are made.

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Housing Rehabilitation Guidelines

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Code of Conduct

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Leveraging Documentation and Firm commitments from each for-profit partner

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

References

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Signed Certifications

State and Unit of Local Government Certifications The City of Brockton certifies that it will comply with the following HUD requirements: 1. Affirmatively furthering fair housing. The applicant certifies that it will affirmatively further fair housing, which means that it will conduct an analysis to identify impediments to fair housing choice within the jurisdiction, take appropriate actions to overcome the effects of any impediments identified through that analysis, and maintain records reflecting the analysis and actions in this regard. 2. Anti-displacement and relocation plan. The applicant certifies that it has in effect and is following a residential anti-displacement and relocation assistance plan. 3. Anti-lobbying. The applicant must submit a certification with regard to compliance with restrictions on lobbying required by 24 CFR part 87, together with disclosure forms, if required by that part. 4. Authority of applicant. The applicant certifies that it possesses the legal authority to carry out the programs for which it is seeking funding, in accordance with applicable HUD regulations and other program requirements. 5. Acquisition and relocation. The applicant certifies that it will comply with the acquisition and relocation requirements of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended (42 U.S.C. 4601), and implementing regulations at 49 CFR part 24, except as those provisions are modified by the notice for the NSP2 program published by HUD. 6. Section 3. The applicant certifies that it will comply with section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u), and implementing regulations at 24 CFR part 135. 7. Citizen participation. The applicant certifies that it is carrying out citizen participation in accordance with NSP2 requirements. 8. Use of funds. The jurisdiction certifies that it will comply with Title III of Division B of the Housing and Economic Recovery Act of 2008, as modified by the American Reinvestment and Recovery Act by spending 50 percent of its grant funds within 2 years, and spending 100 percent within 3 years, of receipt of the grant. 9. The applicant certifies: a. that all of the NSP2 funds made available to it will be used with respect to individuals and families whose incomes do not exceed 120 percent of area median income; and b. The applicant will not attempt to recover any capital costs of public improvements assisted with CDBG funds, including Section 108 loan guaranteed funds, by assessing any amount

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

against properties owned and occupied by persons of low- and moderate-income, including any fee charged or assessment made as a condition of obtaining access to such public improvements. However, if NSP funds are used to pay the proportion of a fee or assessment attributable to the capital costs of public improvements (assisted in part with NSP funds) financed from other revenue sources, an assessment or charge may be made against the property with respect to the public improvements financed by a source other than CDBG funds. In addition, with respect to properties owned and occupied by moderate-income (but not low-income) families, an assessment or charge may be made against the property with respect to the public improvements financed by a source other than NSP funds if the jurisdiction certifies that it lacks NSP or CDBG funds to cover the assessment. 10. Excessive force. The applicant, if an applicable governmental entity, certifies that it has adopted and is enforcing: a. A policy prohibiting the use of excessive force by law enforcement agencies within its jurisdiction against any individuals engaged in nonviolent civil rights demonstrations; and b. A policy of enforcing applicable state and local laws against physically barring entrance to, or exit from, a facility or location that is the subject of such nonviolent civil rights demonstrations within its jurisdiction. 11. Compliance with anti-discrimination laws. The applicant certifies that the NSP grant will be conducted and administered in conformity with Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d), the Fair Housing Act (42 U.S.C. 3601-3619), and implementing regulations. 12. Compliance with lead-based paint procedures. The applicant certifies that its activities concerning lead-based paint will comply with the requirements of 24 CFR part 35, subparts A, B, J, K, and R. 13. Compliance with laws. The applicant certifies that it will comply with applicable laws. Certified by James E. Harrington, Mayor City of Brockton, Massachusetts

_________________________________________________ Signature ____________________________ Date

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Calculation of Removal of Negative Effects Using the HUD-Provided Rubric

Self Help Urban Neighborhood Homes Peabody Properties Engaged Ministries Old Colony YMCA SMAHC Develop Brockton Father Bill's and MainSpring BBB RFP TOTAL UNITS to be addressed multiplier from HUD formula Numerator Denominator (see below) SCORE 50 40 24 9 6 24 100 24 25 302 1.5 453 458.45 0.9881156 *** see note

vacant units calculated below

*** Not included: any counseling or downpayment assistance units; TCB redevelopment of factory buildings as affordable housing; outreach and marketing units

Estimated number of mortgages in Tract (the greater of Census 2000 mortgages or total HMDA mortgages between 2004 and 2007)

Census tract

HUD foreclosure score (20 point scale)

HUD vacancy score (20 point scale)

Estimated number of mortgages to start foreclosure process or be seriously delinquent in past 2 years

Estimated percent of mortgages to start foreclosure process or be seriously delinquent in past 2 years

Estimated percent of all addresses in Census Tract to be vacant 90 days or longer

Calculation of number of vacant, mortgaged properties in each tract from data in H and I

25023510100 25023510200 25023510300 25023510400 25023510502 25023510700 25023510800 25023510900 25023511000 25023511100 25023511200 25023511301 25023511302 25023511400 25023511500 25023511600 25023511701

19 19 19 20 19 19 20 16 17 20 18 19 18 17 19 19 18

9 17 12 17 11 13 19 16 17 13 11 15 7 18 19 16 11

198 199 91 147 171 214 209 29 90 247 154 182 129 88 164 214 150

16.0% 16.9% 19.4% 23.3% 18.6% 18.1% 22.8% 15.1% 15.9% 17.9% 18.1% 18.6% 16.9% 16.8% 20.3% 17.2% 15.3%

0.5% 4.7% 1.4% 3.9% 1.1% 1.9% 7.5% 4.1% 5.0% 1.5% 1.2% 2.9% 0.2% 6.0% 9.3% 3.9% 1.2%

1,240 1,177 466 629 921 1,184 917 195 565 1,382 848 980 761 523 805 1,249 975

6.58 55.46 6.72 24.77 10.38 22.51 68.48 8.02 28.07 20.91 10.06 28.31 1.85 31.35 74.99 48.22 11.78

458.45

17 Census Tracts included in this proposal

total vacant properties in NSP2 Census Tracts

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Summary of citizen comments including URL where plan is posted

For purposes of the NSP2 application, notice was published on July 2, 2009 in the local paper, The Brockton Enterprise, and information was available on the City of Brockton (www.brockton.ma.us) and BBB (www.BuildingaBetterBrockton.com) websites as well as in public locations on July 2, 2009 with comment period through July 12, 2009. No written comments were received; however, during the notice period it was brought to the City of Brockton and Building a Better Brockton's attention that a proposed member, Economic Development Finance Corporation, was the object of an administrative complaint brought on behalf of the Commonwealth of Massachusetts by the Secretary of State's Securities Division. Building a Better Brockton, making no judgment on the merits of this complaint, elected not to potentially penalize the consortium or sidetrack the efforts of consortium members because of this issue. As a result, Economic Development Finance Corporation has been eliminated from the proposed consortium. Upon submission, this application to HUD will be posted at the same webpages.

Brockton, Massachusetts Application #644025964 HUD NSP2 Funding - July 2009 Forms, Disclosures and Appendices

Application Checklist

a. Application Forms: (Not subject to the page limitations.) ___ _ SF-424, Application for Federal Assistance (signed by the Authorized Organization Representative (AOR) who is legally authorized to submit the application on behalf of the applicant ___ _ SF-424 Supplement, Survey on Ensuring Equal Opportunities for Applicant ("Faith Based EEO Survey (SF-424-SUPP)" ___n/a_ NSP2 Non-profit Organization Qualification -- Narrative describing qualification as an eligible applicant and Evidence of Nonprofit or and Tax Exempt Status (in accordance with this NOFA). ___ _ Consortium Agreement, if applicable. Program Summary Page 1 b. Narrative Statements Addressing: (Subject to the page limitations described above.) Page 3 Factor 1 ­ Need and Market Conditions Page 7 Factor 2 ­ Demonstrated Capacity Factor 3 - Soundness of Approach Page 24 Page 35-36 Factor 4 - Leveraging, integration, removal of negative effects Factor 5 - Energy efficiency Page 36 Page 39 Factor 6- Neighborhood transformation and economic opportunity c. Disclosures: (Not subject to the page limitations.) ___ _ SF-LLL, Disclosure of Lobbying Activities, as applicable. ___ _ HUD-2880, Applicant/Recipient Disclosure/Update Report. ("HUD Applicant Recipient Disclosure Report") d. Appendices: (Not subject to the page limitations.) ___ _ Definitions - blighted structure - affordable rents - description of housing rehabilitation standards, include energy and water efficiency, accessibility ___ _ A copy of your code of conduct. ___ _ Leveraging documentation--firm commitment letters. ___ _ Firm commitments from each for-profit partner (signed and dated) ___ _ References ___ _ Signed Certifications ___ _ Calculation of removal of negative effects using HUD provided rubric ___ _ Summary of citizen comments including URL where plan is posted

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