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<br />INTERIM PROPERTY MANAGEMENT AGREEMENT <br /> <br />THIS MANAGEMENT AGREEMENT ("Agreement") is entered into <br />effective as of September 6, 2005 ("Effective Date") by and between the <br />Redevelopment Agency of the City of San Leandro, a public body, corporate and <br />politic ("Agency") and Nebraska Mercy Services Corporation, a Nebraska not- <br />for-profit corporation ("Manager"). Agency and Manager are hereinafter <br />collectively referred to as the "Parties." <br /> <br />RECITALS <br /> <br />A. Agency has recently purchased the Islander Motel (the "Property") <br />located at 2398 E. 14th Street in the City of San Leandro. <br /> <br />B. Agency desires to convert the Property into an affordable housing <br />development providing permanent housing with social services to low-income <br />households (the "Project"). <br /> <br />C. Agency and Mercy Housing California, a California non-profit public <br />benefit corporation ("Mercy") entered into that certain letter agreement dated as <br />of June 6, 2005 (the "Letter Agreement") and that certain Access and Indemnity <br />Agreement dated as of July 6, 2005 ("Access Agreement") pursuant to which <br />Agency and Mercy each have undertaken certain responsibilities in connection <br />with the evaluation of the condition of the Property and the improvements located <br />thereon (the "Improvements") and an assessment of the needs of the current <br />residents. <br /> <br />D. Pursuant to the Letter Agreement, Mercy and Manager have prepared <br />and submitted to Agency a proposed Property Management Plan which <br />describes Manager's proposed scope of work, income verification procedures, <br />one-year operating budget, financing plan, and staffing and supportive services <br />plan. <br /> <br />E. Manager is an affiliate of Mercy and is licensed to do business in <br />California. <br /> <br />F. Agency desires to engage Manager to manage and operate the Property <br />and the Project on the terms and conditions set forth in this Agreement, and <br />Manager desires to accept such appointment. <br /> <br />NOW, THEREFORE, in consideration of the mutual covenants hereinafter <br />set forth, Agency and Manager agree as follows. <br /> <br />ARTICLE I REPRESENTATIONS <br /> <br />1.1 Representations by Aqency. Agency represents and warrants to Manager <br />that Agency holds legal title to the Property and has full right, power and <br />authority to execute, deliver and perform its obligations under this Agreement. <br /> <br />776633-4 Final <br />