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INTERLOCAL AGREEMENT This INTERLOCAL AGREEMENT ("Agreement"), is made as of this 4`h of June, 2002, by and between the FLORIDA HOUSING FINANCE CORPORATION, a public corporation, public instrumentality and public body corporate and politic organized and existing under the laws of the State of Florida(hereinafter referred to as"FHFC"), and INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida(the"County"). WITNESSETH: WHEREAS, FHFC is created pursuant to Chapter 420, Florida Statutes, for the purposes of providing and promoting the public welfare by administering the governmental function of financing and refinancing housing and related facilities in Florida and alleviating the shortage of housing available to persons and families of low, moderate and middle income; and WHEREAS,the Board of County Commissioners of the County has not created a Housing Finance Authority pursuant to Part IV of Chapter 159, Florida Statutes to operate in the County, but is exercising the powers of Chapter 125, Florida Statutes, in connection with programs for housing; and WHEREAS, pursuant to Section 146 of the Internal Revenue Code of 1986, as amended, the amount of private activity bonds, including those issued to finance qualified residential rental projects, which may be issued by governmental units in any calendar year is limited, and is available for allocation by the Division of Bond Finance of the Florida State Board of Administration (the "Division")to issuers within the State in accordance with Part VI of Chapter 159,Florida Statutes; and WHEREAS, it is the purpose and intent of this Agreement, pursuant to the Florida Interlocal Cooperation Act of 1969 (the "Cooperation Act") to permit the County and FHFC to make the most efficient use of their respective powers, resources and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby to provide the facilities provided for herein in the manner that will best utilize existing resources available to each of them; and WHEREAS, it is the purpose of the Cooperation Act to provide for a means by which the County and FHFC may exercise their respective powers, privileges and authorities which they share in common and which each might exercise separately; and WHEREAS, FHFC proposes to issue revenue Bonds for the purpose of financing a Page 1 of 5