***This is a model form, but not a required HUD form. Within this model
form is HUD-required language (in bold-face type) which must be included
in any Regulatory and Operating Agreement in a mixed-finance
transaction. HUD-required language may not be changed without the prior
written approval of HUD.***

**MODEL FORM**

**REGULATORY AND OPERATING AGREEMENT**

**\[ALL PUBLIC HOUSING\]**

THIS REGULATORY AND OPERATING AGREEMENT (the "Agreement") is entered
into as of this [\[1\]]{.underline} day of [\[1\]]{.underline} , 20
[\[1\]]{.underline} , by and between [\[2\]]{.underline}

(the "Authority"), a public body corporate and politic organized under
the laws of the [\[3\]]{.underline}

and a \"public housing agency\" as defined in the United States Housing
Act of 1937 (42 U.S.C. §1437, *et seq.,* as amended) (the "Act") and
[\[4\]]{.underline} (the "Owner"), a

[\[5\]]{.underline} organized and existing under the laws of
[\[6\]]{.underline} .

**RECITALS**

> WHEREAS, the Authority and the United States Department of Housing and
> Urban

Development ("HUD") have entered into a Consolidated Annual
Contributions Contract ("ACC"), as the same may be amended from time to
time, which provides for grants and annual contributions to be made by
HUD to assist the Authority in developing, operating and maintaining its
public housing units in accordance with all applicable public housing
requirements (as further defined herein); and

WHEREAS, HUD and the Authority have, as of the date of execution of this
Agreement, entered into a certain Mixed Finance Amendment, Amendment No.
[\[7\]]{.underline} to the ACC ("Mixed Finance ACC Amendment"), adding
[\[8\]]{.underline} public housing units and associated appurtenances to
the ACC under project number [\[9\]]{.underline} (which, together with
any fixtures, rents, revenues, other income, and personalty related to
such units and appurtenances shall hereafter collectively be referred to
as the "Project" or the "Project Units"); and

WHEREAS, the Project is located on a site, as more particularly
described in Exhibit A to this Agreement and incorporated herein (the
\"Property\"); and

WHEREAS, the Authority and Owner intend that all of the dwelling units
in the Project be developed, operated and managed as public housing
units; and

WHEREAS, the Authority and Owner further intend that
[\[10\]]{.underline} of the dwelling units in the Project be qualified
low-income housing units under section 42 of the Internal Revenue Code
of 1986 (\"Tax Credit Units\") in accordance with an agreement, of even
date herewith, for a period of not less than the applicable compliance
period; and

WHEREAS, the Authority has agreed to provide the Owner with funds in the
amount of

[\[11A\]]{.underline} dollars (\$ [\[11B\]]{.underline} ) derived from
[\[12A\]]{.underline} (the

" [\[12B\]]{.underline} Funds") for the development of the Project, the
terms of which are more fully set forth in the Authority's loan
agreement with Owner and other collateral documents of even date
herewith by and between the Authority and Owner (collectively, the "Loan
Agreement") [\[11C\]]{.underline} ; and

WHEREAS, the Authority has agreed to provide the Owner with operating
subsidy assistance derived under section 9(e) of the Act (\"Operating
Subsidy\"), and pursuant to its ACC with HUD, to assist the Owner in
maintaining the low income character of the Project Units; and

WHEREAS, in return for the receipt of such assistance, the Owner has
agreed to develop, operate and maintain the Project in accordance with
all applicable public housing requirements, as defined herein, and this
Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants set forth
herein, the parties do hereby agree as follows:

The aforementioned recitals are incorporated by reference into this
Agreement.

**DEFINITIONS**

In addition to terms defined elsewhere in this Agreement, the following
terms shall have the meanings set forth herein:

ACC: The Consolidated Annual Contributions Contract between HUD and the
Authority, dated as of [\[13\]]{.underline} , as amended by the Mixed­
Finance ACC Amendment, dated of even date herewith and incorporating the
Project Units, as the same may be further amended from time to time.

**Act: The United States Housing Act of 1937 (42 U.S.C. § 1437, *et
seq.),* as amended from time to time, any successor legislation, and
all**

**implementing regulations issued thereunder or in furtherance**

**thereof**.

**Applicable Public**

**Housing Requirements: All requirements applicable to public housing,
including, but not limited to, the Act, HUD regulations thereunder (and,
to the extent applicable, any HUD-approved waivers of regulatory
requirements), the ACC, the HOPE VI grant agreement (if applicable), HUD
notices (including any notice of fund availability under which Landlord
received an award of HOPE VI funds for use in connection with the
Project), the HUD-approved Declaration of Restrictive Covenants in favor
of HUD, the Landlord\'s admissions and occupancy policies applicable to
the Project, as set forth in its PHA Plan, and all applicable Federal
statutory, executive order and regulatory requirements, as those
requirements may be amended from time to time.**

Authority Admissions The Authority\'s standard public housing admissions
and occupancy

and Occupancy Policies policies duly adopted and in accordance with all
applicable Federal

> laws, including but not limited to the laws described in Article 5 of
> this Agreement (collectively, the \"Fair Housing Laws\"), and
> consistent with the policies set forth in the Plan; *provided,
> however,* that the Authority may adopt modifications of its standard
> public housing admissions and occupancy policies for purposes of its
> mixed finance projects generally, or specifically for the Project, to
> the extent these modifications conform with the Fair Housing Laws and
> provide tenants with the advance notice and comment rights afforded by
> 24 CFR §§ 966.3 and 966.52. , and

Authority Fiscal Year: The Authority\'s fiscal year for the purpose of
calculating the

operating subsidy received by the Authority pursuant to Section 9(e) of

> the Act. The Authority Fiscal Year ends on [\[14\]]{.underline} of
> each year.

Declaration: The declaration of restrictive covenants required by HUD to
be recorded against the Project prior to any mortgage(s) or other
encumbrance(s) against the Property.

.

HOPE VI Grant Agreement: The HOPE VI Revitalization Grant Agreement
relating to the revitalization of the Project, by and between HUD and
the Authority, dated as of [\[15\]]{.underline} ,

as may be amended.

Plan: The Authority\'s PHA Agency Plan, and any amendments to the

Plan, submitted by the Authority in accordance with

24 CFR part 903, and approved by HUD.

Project Fiscal Year: The fiscal year of the Owner, which is January 1
through

December 31.

Project All real and personal property associated with the Project
Units, and any appurtenances thereto, and that is subject to the ACC
entered into between the Authority and HUD.

Project Units All of the dwelling units at the Property (and including
any Tax Credit Units).

Tax Credit Units [\[10\]]{.underline} of the dwelling units in the
Project qualified as low-income housing units under Section 42 in
accordance with an agreement,

of even date herewith, for a period of not less than the applicable

compliance period.

**ARTICLE 1**

**DEVELOPMENT FUNDING**

The Authority has agreed to lend, and the Owner has agreed to borrow, up
to [\[11A\]]{.underline} dollars (\$ [\[11B\]]{.underline} ) to assist
in developing the Project pursuant to the Loan Agreement.
[\[11C\]]{.underline} .

**ARTICLE 2**

**PROJECT UNITS**

**2.1 [Operation of the Project Units.]{.underline} During the term of
this Agreement, Owner shall develop the Project Units, and operate the
Project Units for occupancy by public housing‑eligible households at
rents and subject to all other conditions of the Applicable Public
Housing Requirements and this Agreement. Provided that Owner continues
operating the Public Housing Units in accordance with the Applicable
Public Housing Requirements, and in accordance with the terms of this
Agreement, such units shall be eligible to receive the benefit of
Operating Subsidy to the extent such funds are appropriated by the
Congress and otherwise made available to the Authority pursuant to
Section 9(e) of the Act, or pursuant to any successor legislation, and
as more specifically set forth in Article 4 hereof.**

> 2.2 [Number of Project Units and Bedrooms.]{.underline} Owner shall
> develop and operate [\[8\]]{.underline}

Project Units consisting of [\[16\]]{.underline} total bedrooms, and
having the following bedroom configurations: [\[16A\]]{.underline}
one-bedroom units; [\[16B\]]{.underline} two‑bedroom units,
[\[16C\]]{.underline} three‑bedroom units; and [\[16D\]]{.underline}
four‑bedroom units.

**2.3 [Monitoring by the Authority.]{.underline} Notwithstanding
Owner\'s agreement to perform the obligations set forth in this
Agreement, the Authority remains legally responsible to HUD under the
ACC for ensuring that Owner (either directly or through its general
contractor, management agent, or other agent) develops, operates and
maintains the Project Units in accordance with the Applicable Public
Housing Requirements. The Authority additionally shall monitor Owner\'s
performance for compliance with prevailing State and local laws relating
to public housing.**

**ARTICLE 3**

**OPERATION OF PROJECT**

> **3.1 [General Obligation to Operate Consistent with the Applicable
> Public Housing ]{.underline}**

**[Requirements and Agreements.]{.underline} Owner shall maintain and
operate the Project in compliance with the Applicable Public Housing
Requirements. In addition, Owner shall maintain and operate the Project
in accordance with this Agreement and any other agreement entered into
by the Owner, and approved by the Authority and HUD, with respect to the
development, operation and/or maintenance of the Project (collectively,
the \"Project Documents\"). Owner shall also perform any and all acts
required to enable the Authority to fulfill its obligations to HUD with
respect to the Project Units. Owner shall take all actions necessary and
appropriate to avoid a default (as defined in the ACC) with respect to
the Project.**

> 3.2 [Authority Admissions and Occupancy Policies.]{.underline} Owner
> agrees to operate and

maintain the Project in accordance with the Authority\'s Admissions and
Occupancy Policies, as that term is defined herein.

**3.3 [Prevailing Law.]{.underline} (a) In the event of a conflict or
inconsistency among any one or more of the Applicable Public Housing
Requirements and a requirement contained in any Project Document, the
Applicable Public Housing Requirements shall in all instances be
controlling.**

\(b\) In the event of any conflict, during the period when the ACC is in
effect with respect to the Project, between (i) this Agreement; and (ii)
the Loan Agreement [\[11C\]]{.underline} , then the requirements of this
Agreement shall control, except to the extent that a more restrictive
requirement under the Loan Agreement [\[11C\]]{.underline} can be
enforced without violating the Applicable Public Housing Requirements.

> 3.4 [Management.]{.underline} (a) Owner will select, with the
> Authority\'s prior written

approval, a Management Agent to manage and operate the Project (the
"Management Agent").

> \(b\) Owner will retain the Management Agent pursuant to a management
> agreement

approved in writing by the Authority (the "Management Agreement"). The
Management Agreement will provide that the Management Agent will be
responsible to Owner for managing and operating the Project in
accordance with the terms of this Agreement, including, without
limitation, the requirements referenced in section 3. Owner will ensure
that the Management Agreement includes as a basis for default the
Management Agent's failure to comply with any provision of, or
obligation under, this Agreement.

> \(c\) If the Management Agent materially violates, breaches, or fails
> to comply with any

provision of, or obligation under, this Agreement, the Authority may
require Owner to terminate the Management Agreement with the appointed
Management Agent, subject to the notice and opportunity for cure
provisions provided for in the Management Agreement. The term \"material
violation\" shall include, but not be limited to, any of the following:
any act of misfeasance, malfeasance or nonfeasance by the Management
Agent, its agents, licensees, contractors or invitees that directly or
indirectly results in:

> \(i\) a significant operating deficit;
>
> \(ii\) deteriorating physical condition of any portion of the Project;
>
> \(iii\) loss or diminution of utilities or other services;
>
> \(iv\) failure to take timely action or correct any deficiency brought
> to the attention of the Management Agent by Owner, the Authority, or
> HUD;
>
> \(v\) failure to comply with any law, regulation, or court order
> affecting the Project, including, without limitation, the Applicable
> Public Housing Requirements, provided by the Authority following
> receipt of a request from the Management Agent;
>
> \(vi\) failure to comply with the provisions of any Project Documents;
> or
>
> \(vii\) failure to take actions any prudent management agent would
> take under the applicable circumstances including, without limitation,
> change in availability of Operating Subsidy or applicable housing
> requirements. It is understood that Management Agent will not be
> responsible for failing to take action solely because of the
> unavailability of funds.

\(d\) The Management Agreement will provide the Authority, HUD, the
Comptroller General of the United States, and any of their authorized
agents, access to all books and records maintained by the Management
Agent and/or its agents relating to the Project, its activities as
Management Agent for the Project, or otherwise as necessary in
connection with any allocation of the costs, expenses, or income
connected with the Project. Such books and records will be made
available for review, excerpt, transcript, copying and audit at all
reasonable times.

> **3.5 [Maintenance of Records.]{.underline} (a) The Authority shall
> remain responsible for maintaining**

**sufficient records, and to take necessary action(s), to assure HUD
that all Authority obligations to HUD under the Applicable Public
Housing Requirements are fulfilled. However, where the ACC or other
Applicable Public Housing Requirements require the Authority to furnish
reports, records, statements, certificates, documents or other
information to HUD regarding the Project, the Owner shall furnish such
reports, records, statements, certificates, documents or other
information to the Authority or otherwise satisfy the Authority\'s
requests with respect to such matters, upon reasonable notice. Nothing
contained in this section shall be construed to relieve Owner of its
obligation to maintain its own books and records.**

\(b\) It shall be the responsibility of Owner to maintain sufficient
records, and to take necessary action(s) to assure compliance with all
obligations relating to the Project under the Project Documents. Owner
shall furnish reports, records, statements, certificates, documents or
other information as necessary in order to comply with the requirements
of this provision.

> 3.6 [Admissions.]{.underline}
>
> \(a\) The Authority has obtained HUD approval, pursuant to its Plan
> and in accordance

with 24 CFR § 903.7(b)(2), to use a site-based waiting list for the
Project, which shall be implemented in a manner consistent with the
requirement to affirmatively further fair housing, as set forth in the
Plan. \[ [\[17\]]{.underline} \].

\(b\) The Authority and the Management Agent each can accept
applications for admission of families to the Project Units and will
coordinate with one another to ensure the proper maintenance of, and the
proper selection of families from, the waiting list for the Project (the
\"Site-Based Waiting List\"), including recordation of the date and time
of receipt of applications, and implementation of any Authority-wide
income targeting requirements that may affect the admission of families
to the Project pursuant to section 16(a)(2)(A) of the Act (42 U.S.C.
1437n(a)(2)(A) and 24 CFR § 903.2(b)(5)), all as described in the
Authority Admissions and Occupancy Policies.

\(c\) The Authority acknowledges that it intends to take the steps
necessary to permit applicants to be selected for admission to the
Project Units pursuant to a local system of preferences in accordance
with section 6(c)(4)(A) of the Act, 24 CFR §§ 903.7(b)(1) and 960.206,
including preferences to: [\[18\]]{.underline} . The Authority shall
hold any public hearings required to be held in order to implement such
a system of preferences, provided, however, that no preference adopted
by the Authority will permit a Project Unit to be rented to an applicant
whose income exceeds the limits established by the requirements of
Section 42 of the Internal Revenue Code (and which limit currently is
established at 60% of the family median income for the area, as
determined by HUD, and as adjusted for family size).
[\[19\]]{.underline} .

\(d\) The Authority will refer to the Management Agent all applicants
who have

completed applications at the Authority offices. The Authority can
require that applicant interviews take place at the offices of the
Management Agent at the Project. The Authority will delegate to the
Owner, subject to redelegation to the Management Agent at the
Development, to the maximum extent permissible by law, all
administrative functions in connection with the admission of families to
the Project Units including applicant intake, applicant interview and
screening, verification procedures, determination of eligibility for
admission and qualification for preference, record maintenance,
site-based waiting list maintenance, unit assignment and execution of
leases, all in accordance with the Authority Admissions and Occupancy
Policies.

> \(e\) If the Management Agent determines that the applicant fails to
> meet the requirements

of the Authority Admissions and Occupancy Policies, the Management Agent
will notify the family in accordance with 24 CFR § 960.20 . The
Management Agent will return the application with its justification for
denial to the Authority. If the admission screening criteria used by the
Management Agent pursuant to the Authority Admissions and Occupancy
Policies are more stringent than those used by the Authority under its
standard public housing admissions and occupancy policies, the Authority
will ensure that the denied applicant maintains its place on the Public
Housing Waiting List. If the Management Agent denied admission to an
applicant using the Authority\'s standard public housing admissions and
occupancy policies, as set forth in the Authority Admissions and
Occupancy Policies, then the denial of admission to the Project will
also result in the denial of continued eligibility on the Public Housing
Waiting List.

\(f\) If the Management Agent determines that an applicant meets the
requirements of the Authority Admissions and Occupancy Policies, and a
Project Unit is available for occupancy, the Management Agent will
coordinate with the Authority before making an offer to the family to
ensure proper coordination between the Public Housing Waiting List and
the Site-Based Waiting List.

> \(g\) To be eligible to transfer to the Project Units, current public
> housing residents must

be determined by the Authority to be in good standing under their
existing public housing lease and meet any additional transfer
requirements as set forth in the Authority Admissions and Occupancy
Policies.

**3.7 [Tenant Leases.]{.underline} Tenant leases must conform to the
Applicable Public Housing Requirements including, but not limited to,
HUD's implementing regulations at 24 CFR part 966, Subpart A, as may be
amended from time to time. Such lease form must conform to the standard
lease form adopted and used by the Authority with respect to its public
housing residents, unless the Authority first provides at least 30 days
advance notice to tenants and resident organizations of the proposed
changes to the lease form and an opportunity to provide written
comments, as provided by 24 CFR § 966..3. It shall be the responsibility
of the Owner to revise the tenant lease as required by changes in the
Applicable Public Housing Requirements and applicable state law.**

**3.8 [Grievance Procedures.]{.underline} Grievance procedures must
conform to the Applicable Public Housing Requirements including, but not
limited to, HUD's implementing regulations at 24 CFR part 966, Subpart
B, as may be amended from time to time. Such grievance procedures must
also conform to the Authority\'s standard public housing grievance
procedures, unless the Authority first provides at least 30 days advance
notice to tenants and resident organizations setting forth the proposed
changes to the PHA grievance procedure and providing an opportunity to
present written comments, as provided by 24 CFR § 966.52 .**

**ARTICLE 4**

**OPERATING SUBSIDY**

> 4.1 [Generally]{.underline}.
>
> \(a\) [Definitions.]{.underline}
>
> \(i\) [\"Project Expenses\"]{.underline} shall mean all necessary and
> reasonable: (1) operating expenses of the Project, as set forth as
> line items on Form HUD-52564 (Budget Worksheet); (2) payments in lieu
> of taxes (\"PILOT\") or real estate taxes for the Project, as
> applicable; (3) deposits to the Reserve for Replacement, as defined
> herein, and in accordance with section 4.5 below; (4) management fees
> payable in accordance with the Management Agreement; (5) legal
> expenses associated with the operation of the Project; (6) accounting
> and audit expenses, including tax return preparation costs, in
> connection with the Project; (7) any amounts paid to tenants as a
> utility allowance (\"Utility Allowance\"); and (8) up to 2.0% of
> billed rental income attributable to \"bad debt.\" The term \"Project
> Expenses\" expressly excludes the debt service requirements of any
> lender, initial funding of any operating or replacement reserve
> described herein, and any initial operating deficits of the Project
> (as determined under 24 CFR § 941.404(a)).
>
> \(ii\) [\"Project Income\"]{.underline} shall mean all rents billed by
> the Owner in respect of the Project, including tenant rents, and any
> other source of income received by the Owner in connection with the
> Project, but excluding Operating Subsidy, syndication proceeds
> generated by the sale of the Owner\'s limited partnership interests in
> connection with the initial financing of the Project Units, and any
> draws upon the Reserve for Replacement and Operating Reserves (as such
> terms are defined in this Article 4).

\(b\) [Budgets]{.underline}. Not later than ninety (90) days before the
start of any Project Fiscal Year, the Owner shall submit to the
Authority its proposed budget for the Project for such Project Fiscal
Year, together with budget justifications (the "Operating Budget"),
which Operating Budget shall be prepared based upon the terms of this
Agreement. The Operating Budget shall estimate the Project Expenses and
Project Income for the next Project Fiscal Year, subject to the
following conditions:

> \(i\) For the initial Project Fiscal Year, Project Income shall be
> deemed to be
>
> the amount set forth in [Exhibit B.]{.underline} Thereafter, Project
> Income shall be
>
> estimated by using as a base the tenant rents actually billed for the
> most
>
> recent month of the current fiscal year. Notwithstanding the
> foregoing,
>
> with respect to any Project Fiscal Year, Owner and the Authority may
>
> agree, subject to consent by HUD, to estimate Project Income at a
> level
>
> different from that which would otherwise be established pursuant to
> the
>
> preceding sentence, taking into account the reasonably anticipated
> levels
>
> of income of tenants anticipated to be occupying the Project during
> such
>
> period.
>
> \(ii\) The Authority shall review the proposed Operating Budget within
> 90 days

after its receipt thereof. If the Authority objects to the proposed
Operating

Budget, it shall set forth the rationale for each objection and provide

documentation supporting each objection, together with an alternative

recommendation. Owner will modify the Operating Budget in accordance

with the Authority\'s objections. In addition, if the Authority and
Owner

cannot reach agreement on a proposed Operating Budget, the Authority

shall have the right to require Owner, upon written notice, to prepare a

plan which may include any of the remedies set forth in section

4.7(a)(i)‑(v) (the \"Action Plan\").

4.2 **[Payment of Operating Subsidy.]{.underline}**

**(a) During each Project Fiscal Year, commencing after the end of the
initial operating period of the Project, as defined in 24 CFR §
941.404(a) (the "Initial Year"), the Authority shall pay to Owner an
Operating Subsidy which shall be** the lesser of:

> \(i\) 95% of the amount set forth on line 23 of HUD Form 52723
> (Version 1/2001), which line represents the average per unit month
> deficit (PUM), as adjusted by the percentage funding factor (found on
> line 38 of HUD Form 52723) established by HUD under the performance
> funding system (PFS), multiplied by twelve and then by the number of
> Project Units; or
>
> \(ii\) an amount equal to the estimated Project Expenses for the
> applicable Project Fiscal Year, as set forth in the approved Operating
> Budget, less the estimated Project Income for such period, as
> determined in accordance with section 4. 1 (b) herein (which will be
> subject to adjustment pursuant to section 4.4 hereof);

as reduced in each instance by the aggregate amount of any direct
payments made by the Authority of any budgeted Project Expenses,
including, without limitation, the Reserve for Replacement.

> \(b\) Owner shall pay directly to the residents of the Project Units
> (out of the Operating

Subsidy received from the Authority) the Utility Allowance established
by the Authority. If approved by the resident, payment of the Utility
Allowance shall be made by check payable jointly to the resident and the
utility company, or payable directly to the utility company. The
resident lease and the Management Agreement shall reflect this option
for payment of the Utility Allowance.

> \(c\) Operating Subsidy for the Initial Year shall be as determined by
> the Authority and

agreed to by Owner and HUD. In reaching that determination, the
Authority and Owner agree to use the budget attached hereto as [Exhibit
B]{.underline} to establish Project Expenses.

\(d\) Notwithstanding the foregoing, payments of Operating Subsidy shall
be due by the Authority to the Owner only so long as Owner, and
Management Agent, and their respective agents, if any, comply with the
Applicable Public Housing Requirements and the Project Documents,
including this Agreement. The Authority shall pay to the Management
Agent by the fifth business day of each month during a Project Fiscal
Year, one‑twelfth of the Operating Subsidy due for such Fiscal Year;
*provided however*, that Owner and the Authority may agree to provide
unequal monthly payments of Operating Subsidy for such year, upon
determination of the Operating Budget and the Operating Subsidy for any
Project Fiscal Year.

4.3 All payments of Operating Subsidy received from the Authority, and
all Project Income, shall be deposited by Owner in a Project operating
account maintained in a financial institution whose deposits are insured
by an agency of the Federal Government, in accordance with the terms of
the ACC.

4.4 [Adjustments to the Amount of Operating Subsidy.]{.underline}

\(a\) If at the end of any Project Fiscal Year, it is determined that
the amount of Operating Subsidy paid by the Authority, individually or
in the aggregate, exceeds the amounts which would be required to be paid
under section 4.2(a) and/or (c), if based upon actual Project Income
(rather than an estimate thereof) and Project Expenses included in the
Operating Budget (as the same may be amended), such excess funds and any
accrued interest thereon shall be reimbursed to the Authority not later
than ninety (90) days after the end of the Project Fiscal Year or, in
lieu thereof, the Authority may set off such excess (including the
amount of accrued interest) by reducing subsequent monthly payments.

\(b\) If at the end of any Project Fiscal Year, it is determined that
the amount of Operating Subsidy paid by the Authority, individually or
in the aggregate, is less than the amounts which would be required to be
paid under section 4.2(a) and/or (c) above if based upon actual Project
Income (rather than an estimate thereof) and Project Expenses included
in the Operating Budget (as the same may be amended), such shortfall
shall be paid to Owner by the Authority not later than ninety (90) days
after the end of the Project Fiscal Year.

4.5 [Reserve for Replacement.]{.underline}

\(a\) [Establishment and Administration.]{.underline} The Authority
shall authorize and fund an interest­-bearing project reserve fund for
capital replacements with respect to the Project Units (the "Reserve for
Replacement"). The Authority shall pay to Owner from Operating Subsidy
an amount equal to [\[20A\]]{.underline} dollars (\$
[\[20B\]]{.underline} ) per Project Unit per month, which amount the
Authority shall deposit, monthly, into the Reserve for Replacement. The
Reserve for Replacement shall be held in one or more financial
institutions whose deposits are insured by an agency of the Federal
Government, in accordance with the ACC. Income earned from the Reserve
for Replacement will be retained in the Reserve for Replacement and will
be deemed a part thereof.

**(b) [Records.]{.underline} Owner must maintain accurate and complete
records identifying the source, amount and use of all funds in the
Reserve for Replacement, including any public housing operating
subsidies and any income earned thereon.**

\(c\) [Purpose.]{.underline} Funds held in the Reserve for Replacement
shall be used by Owner and shall be used for the purpose of replacing
capital assets or providing capital improvements in connection with the
Project, as approved by the Authority.

\(d\) [Disbursements.]{.underline} Disbursements from the Reserve for
Replacement shall be made either in accordance with the Owner\'s plan as
included in the approved Operating Budget, as approved in writing by the
Authority, or for unanticipated disbursements, only with the written
approval of the Authority.

**(e) [Effect of disposition or dissolution.]{.underline} In the event
of a disposition of the Project by sale, lease, assignment, foreclosure
or otherwise, or upon the dissolution of the Owner, any Project funds
remaining in the Reserve for Replacement (the source of which is either
Operating Subsidy or Public Housing Tenants' rents) will be transferred
to the new owner to be used in connection with the Project or returned
to the Authority for use in carrying out other public housing
activities. Upon the occurrence of a casualty or condemnation (without
restoration), of all of the Project Units, all Project funds remaining
in the Reserve for Replacement (the source of which is either Operating
Subsidy or Public Housing Tenants' rents) (including any income earned
thereon) will be returned to the Authority for use in carrying out other
public housing activities.**

4.6 [Operating Reserves.]{.underline}

> [(a) Establishment and Administration.]{.underline} The parties agree
> that Owner shall establish and

fund the following operating reserves for the Project Units
(collectively, the \"Operating Reserves\"):

> \(i\) an operating deficit reserve to be initially funded in the
> amount of

[\[21A\]]{.underline} dollars (\$ [\[21B\]]{.underline} ) derived from
the following non-public housing funds: [\[21C\]]{.underline} (the
"Operating Deficit Reserve"). The Operating Deficit Reserve is designed
to ensure that any operating deficits (other than operating deficits
resulting from the Authority\'s failure to provide Operating Subsidy
payments) can be paid for in the normal course of operating the Project.
Funds in the Operating Deficit Reserve can be drawn down by the Owner
only for the following purposes: (i) to pay eligible expenses not
encompassed by the Operating Budget, or (ii) because of an operating
deficit caused by lower-than-projected public housing tenant rental
contributions. **The Authority may provide Operating Subsidy or tenant
rental contributions to replenish amounts drawn down by the Owner to pay
for the reasonable and necessary operating deficits of the Project in
accordance with section 4.7, but may not use these funding sources to
make incremental contributions to the Operating Deficit Reserve, except
as increased by the Consumer Price Index (CPI).**

\(ii\) an affordability reserve to be initially funded in the amount of
[\[22A\]]{.underline} Dollars (\$ [\[22B\]]{.underline} ) derived from
the following non-public housing funds: [\[22C\]]{.underline} (the
"Affordability Reserve"). The Affordability Reserve is intended to
ensure that the Authority\'s Operating Subsidy obligation on behalf of
the Project Units is made available to the Owner on time, and in the
amount, as required by section 4.2. **Operating Subsidy and/or tenant
rental contributions may be used to replenish amounts drawn down from
the Affordability Reserve with respect to the Project Units, but may not
be used to make incremental contributions to the Affordability
Reserve.** Owner may, with prior written notification to the Authority,
make a withdrawal from the Affordability Reserve for any of the
following reasons:

> \(A\) if the Authority fails to provide the amount of Operating
> Subsidy required under section 4.2 by the due date, or because of a
> reduction in annual appropriations under section 9(e) of the Act. In
> this case, Owner may obtain a disbursement from the Affordability
> Reserve in an amount equal to the sum of the Authority's missed
> operating subsidy payment(s); or
>
> \(B\) if the Authority\'s payment of Operating Subsidy to Owner falls
> below a pre-determined baseline figure, as adjusted for inflation, and
> as set forth in section 4.2 of this Agreement. In such case, Owner may
> obtain a disbursement from the Affordability Reserve in an amount
> equal to the sum of such shortfall.

(iii**) the Operating Reserves shall be held in one or more financial
institutions whose deposits are insured by an agency of the Federal
Government, in accordance with the ACC.**

**(iv) [Records.]{.underline} Owner must maintain accurate and complete
records identifying the source, amount and use of all funds in the
Operating Reserves, including any Operating Subsidy.**

**(v) [Effect of disposition or dissolution.]{.underline} In the event
of a disposition of the Project by sale, lease, assignment, foreclosure
or otherwise, or upon the dissolution of Owner, any funds remaining in
the Operating Reserves (funded with Operating Subsidy or Public Housing
Tenants' rents) will be transferred to the new owner to be used in
connection with the Project, or returned to the Authority for use in
carrying out other public housing activities. Upon the occurrence of a
casualty or condemnation (without restoration), of all of the Project
Units, all funds remaining in the Operating Reserves (including any
income earned thereon) will be returned to the Authority for use in
carrying out other public housing activities.**

4.7 [Remedies.]{.underline}

\(a\) If, in the reasonable judgment of Owner and the Authority, the
projected Project Income together with Operating Subsidy will be
insufficient to operate the Project as contemplated herein for a period
of two (2) years, the Authority and Owner agree to undertake the
following measures, or such other measures as are permitted by law and
included in an approved Action Plan (as defined in subsection ( b)
below):

> \(i\) [Develop a Cost Cutting Plan]{.underline}. Owner and the
> Authority shall undertake in good faith
>
> to develop a cost‑cutting plan to reduce unnecessary Project Expenses;
>
> \(ii\) [Enforce Leases]{.underline}. Confirm that Owner is enforcing
> the provisions of resident leases
>
> which provide for termination of the tenancy of residents who are in
> default under their leases, for among other reasons failing to comply
> with the self‑sufficiency requirements, community participation, or
> the \"one strike\" provisions of their lease;
>
> \(iii\) [Turnover of Public Housing Units]{.underline}. Owner shall
> lease Project Units, on turnover, to residents who have been selected
> in accordance with screening criteria approved by the Authority and
> Owner and consistent with the Authorized Admissions and Occupancy
> Policies.
>
> \(iv\) [Increase in Minimum Rents.]{.underline} Owner and the
> Authority shall determine whether it is advisable to increase minimum
> rents to the maximum amount allowed by the Applicable Housing
> Requirements.
>
> \(v\) [Use of Operating Reserves]{.underline}. In the event that the
> remedies set forth in subsections (i), (ii), (iii), and (iv) above are
> not projected to generate sufficient Project Income, when added to
> Operating Subsidy, to pay Project Expenses in any Project Fiscal Year,
> then any shortfall may be covered from either the Operating Deficit
> Reserve or the Affordability Reserve, depending upon the cause of the
> shortfall.

\(b\) [Action Plan.]{.underline} Prior to undertaking remedies not set
forth in section 4.7(b), Owner shall develop a plan of action (\"Action
Plan\") to increase Property Income and/or decrease Property Expenses to
sustain the viability of the Property without violating the Applicable
Public Housing Requirements. The Action Plan will set forth in detail
the nature and priority of different remedial actions to be taken, the
rights of existing residents affected thereby, and other relevant
matters.

\(c\) **[Exclusive Remedies.]{.underline} The remedies set forth in this
Article 4 shall constitute Owner\'s sole remedies against the Authority
in the event the Authority is unable, for reasons beyond the
Authority\'s control, to provide Owner with the amount of Operating
Subsidy set forth in this Agreement, subject only to the Authority\'s
obligation to treat the Project Units in a manner comparable to its
other public housing projects.**

**ARTICLE (5)**

**COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS**

**5.1 [Compliance with Federal and State Regulations.]{.underline}
Owner's obligation to comply with Applicable Public Housing Requirements
includes, but is not limited to, compliance with the following
authorities, as the same may be amended from time to time:**

> **(a) The Fair Housing Act, 42 U.S.C. §§3601‑19, and regulations
> issued thereunder,**

**24 CFR part 100; Executive Order 11063 (Equal Opportunity in Housing)
and regulations issued thereunder, 24 CFR part 107; the fair housing
poster regulations, 24 CFR part 110, and advertising guidelines, 24 CFR
part 109.**

**(b) Title VI of the Civil Rights Act of 1964, 42 U.S.C. §2000d, and
regulations issued thereunder relating to nondiscrimination in housing,
24 CFR part 1.**

**(c) Age Discrimination Act of 1975, 42 U.S.C. §§6101‑07, and
regulations issued thereunder, 24 CFR part 146.**

**(d) Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. §794, and
regulations issued thereunder, 24 CFR part 8; the Americans with
Disabilities Act, 42 U.S.C. §§12181‑89, and regulations issued
thereunder, 28 CFR part 36.**

> **(d) Section 3 of the Housing and Urban Development Act of 1968,12
> U.S.C. § 1701, and**

**its implementing regulations at 24 CFR part 135.**

**(e) Wage Rates under the Davis‑Bacon Act (40 U.S.C. §276a *et seq*).**

**5.2 [Uniform Administrative Requirements & Cost
Principles.]{.underline} Owner shall comply with the policies,
guidelines, and requirements of OMB Circular numbers A‑110 and A‑122, as
they relate to the acceptance and use of federal funds and to 24 CFR
part 85, to the extent applicable.**

> **5.3 [Records For Audit Purposes.]{.underline} Without limitation on
> any other provision of this**

**Agreement, Owner shall maintain all records concerning the Project for
three (3) years subsequent to the expiration date of this Agreement,
unless a longer period is required under 24 CFR §85.42. Owner shall
maintain records required by 24 CFR part 135 for the period that HUD
requires such records to be maintained. Owner will give the Authority,
HUD, the Comptroller General of the United States, the General
Accounting Office, or any of their authorized representatives, access to
and the right to examine, copy, or otherwise reproduce all records
pertaining to the development, operation or management of the Project.
The right to such access shall continue as long as the records are
retained, even if such period exceeds the mandatory three-year retention
period.**

> **5.4 [Audits.]{.underline} Not later than 120 days after the end of
> each Project Fiscal Year, Owner shall**

**deliver to the Authority and, on behalf of the Authority, to HUD, a
copy of the audited financial statements of Owner for the preceding
Project Fiscal Year, prepared in accordance with generally accepted
accounting principles and accompanied by the report of an independent
certified public accountant, together with a copy of any additional
financial statements or reports delivered by Owner to its partners, or
other ownership entities.**

**5.5 [Authority Default under the ACC.]{.underline} Authority covenants
to provide Owner, within 15 days of receipt, with a copy of any written
notice of default given by HUD under the ACC with respect to the
Project.**

**ARTICLE (6)**

**OWNER DEFAULT AND REMEDIES**

**6.1** **[Occurrence of Default.]{.underline} A default under this
Agreement shall occur if either party hereto violates, breaches, or
fails to comply with any provision of, or obligation under, this
Agreement (including, without limitation, by reason of its violation,
breach, or failure to comply with any portion of the Applicable Public
Housing Requirements). A default by Owner that is attributable to an
action or omission, or assertion or demonstration of an intended action
or omission, of a Management Agent shall be deemed a default by Owner
for purposes of this section (unless said Management Agent is an
affiliate of the Authority) except to the extent that Owner diligently
is pursuing the remedies available to Owner for such a default in
accordance with the provisions of the Management Agreement as then in
force.**

**6.2 [Notice of Default]{.underline}. Upon a determination that a
default has occurred, the non‑defaulting party shall notify the
defaulting party in writing (with a copy to HUD) of (a) the nature of
the default, (b) the actions required to be taken to cure the default,
and (c) the time within which the defaulting party shall respond with a
showing that all required actions have been taken.** If the default is
attributable to the Management Agent, the Authority also shall give a
copy of such notice to the Management Agent.

**6.3** **[Remedies.]{.underline} If a defaulting party (or, as
applicable, the Management Agent) fails to respond or take corrective
action, the non‑defaulting party shall have the right to exercise any
remedy available to it by reason of the nature of such default, or to
seek appropriate relief in any court having jurisdiction, including but
not limited to specific performance, injunctive relief, the termination
of operating subsidies for the Project Units under this Agreement,
and/or the appointment of a receiver to take over and operate the
Project in accordance with the terms of this Agreement. As provided in
Section 12(C) of the Mixed Finance ACC Amendment, during the term of
this Agreement, and so long as the Owner shall not be in default under
the ACC, HUD shall exercise any remedies or sanctions authorized under
the ACC, including taking possession of the Authority\'s interest in the
Project, in such a manner as not to disturb the Owner\'s rights under
this Agreement.**

**ARTICLE (7)**

**MANDATORY DISCLAIMERS**

7.1 **[Transfer of Grant Funds Not Deemed Assignment.]{.underline} The
Authority and Owner acknowledge that the proposed transfer to Owner, or
to any other participating party, of public housing capital and/or
operating subsidies, as described in this Agreement, shall not be deemed
to be an assignment of such funds. Accordingly, neither Owner, nor any
other participating party, shall succeed to any rights or benefits of
the Authority under the ACC or the HOPE VI grant agreement, as
applicable, or attain any privileges, authorities, interests, or rights
in or under the ACC or the HOPE VI grant agreement, as applicable. Owner
further agrees to include this disclaimer in each of its agreements or
contracts with any partner, participating party, or any other party
involving the use of public housing funds for the Project.**

7.2 **[Transferred Grant Funds Not Deemed To Create Partnership With
HUD.]{.underline} Nothing contained in the ACC or the HOPE VI grant
agreement, as applicable, or in any agreement between the Authority and
Owner, nor any act of HUD or the Authority, shall be deemed or construed
to create any relationship of third‑party beneficiary, principal and
agent, limited or general partnership, or joint venture involving HUD.**

**ARTICLE (8)**

**INSURANCE REQUIREMENTS AND RESTORATION OF DEVELOPMENT**

**8.1 Owner shall procure and maintain in force adequate insurance to
protect Owner and the Authority from financial loss resulting from
hazards, including, without limitation, hazards insured against under
such types of coverages as are required by Part B, Attachment VII, of
the ACC, or if stricter, such coverages, and in such amounts, as may be
required by other lenders (including, without limitation, the Authority
as lender under the Loan Agreement), and such other hazards as to which
Owner determines that exposure exists.**

**8.2 If any act or occurrence of any kind or nature (including any
taking by condemnation or any casualty) shall result in damage to or
loss or destruction of the Project, in whole or in part, and without
diminution of any obligation of Owner in respect thereof under the Loan
Agreement, Owner, to the extent that insurance proceeds or condemnation
proceeds and other funds, if any, made available by Owner, by the
Authority, or by any other participating party (including, without
limitation, by further advance pursuant to the Loan Agreement and any
other funds committed on behalf of the Project) permit, shall promptly
cause the restoration, reconstruction, or repair of the Project as
nearly as possible to its value, condition and character immediately
prior to such taking or casualty. The Loan Agreement, and any other
funds committed on behalf of the Project, must contain provisions
requiring restoration consistent with the foregoing, so long as
restoration shall be determined to be feasible, as approved by HUD in
accordance with the requirements of the Mixed Finance ACC Amendment. If
HUD determines that partial or total restoration of the Project is not
feasible, then such insurance or condemnation proceeds shall be applied
(and the number and percentage of Project Units that must continue to be
operated in accordance with the ACC) in accordance with the Mixed
Finance ACC Amendment and the loan documents. To the extent of a
conflict between the ACC and the loan documents, the ACC shall in all
instances be controlling. [\[11C\] ]{.underline}**

**ARTICLE (9)**

**DISPOSITION AND ENCUMBRANCE**

**9.1 During the term of this Agreement and during such further period
when such approval may be required by law as then in effect, and subject
to subsection 9.3 hereof, Owner shall not demolish or dispose of its
interest in the Public Housing Units (including, without limitation, by
conveyance or lease of the Project or any portion thereof, or by
assignment of Owner\'s rights under this Agreement), without the prior
written approval of the Authority and HUD.**

**9.2 During the term of this Agreement, and subject to subsection 9.3
hereof, the Owner shall not mortgage, pledge, or otherwise encumber its
interest, or any portion thereof, in the Project Units, or pledge any
assets of the Project as collateral for a loan, without the prior
written approval of the Authority and HUD.**

> **9.3 The following actions are expressly excluded from the covenants
> set forth in**

**subsections 9.1 and 9.2 hereof:**

**(a) Mortgage of Owner's interest in the Project pursuant to the Loan
Agreement [\[11C\]]{.underline} , and transfer of the Project to the
mortgagee under any HUD-approved mortgage loan, by foreclosure or
deed‑in‑lieu of foreclosure, or to a third‑party purchaser pursuant to a
foreclosure sale, provided that any such transfer shall be subject to
the terms of the Declaration and this Agreement.**

**(b) Dwelling leases with eligible families for the Public Housing
Units.**

**(c) Conveyance or dedication of land for use as streets, alleys, or
other public rights‑of‑way, and grants and easements for the
establishment, operation, and maintenance of public utilities.**

**(d) Normal uses associated with the operation of the Development.**

**9.4 (a) No transfer, conveyance, or assignment shall be made without
the prior written approval of HUD of: (i) any interest of a managing
member, general partner, or controlling stockholder (any such interest
being referred to as a "Controlling Interest") of the Owner; or (ii) a
Controlling Interest in any entity which has a Controlling Interest in
the Owner; or (iii) prior to the payment in full of all equity
contributions described in the approved evidentiary documents listed in
the Mixed Finance ACC Amendment, any other interest in the Owner, or in
any partner or member thereof.**

\(b\) Notwithstanding the foregoing, HUD consent is not required where a
business organization that has a limited interest (non-controlling and
non-managing) in the Owner transfers a non-controlling and non-managing
interest in the business organization provided that the Owner: (i)
provides HUD with written notice of such transfer; and (ii) certifies to
HUD that the new owner of the limited interest remains obligated to fund
its equity contribution in accordance with the terms of the HUD-approved
organizational documents of the Owner.

**(c) HUD will not unreasonably withhold, delay, or condition a request
by the Owner for HUD\'s consent to an internal reorganization of the
corporate or partnership structure of the Owner or any of the partners,
members or stockholders of the Owner.**

**ARTICLE (10)**

**MISCELLANEOUS**

**10.1 [Term of Agreement.]{.underline} This Agreement shall continue in
full force and effect until the latest to occur of (i) expiration of the
minimum period during which the Project Units are required by law to be
operated as public housing in accordance with the Act; or (ii) the
expiration of 40 years from the date the Project becomes available for
occupancy.**

> **10.2 [Successors and Assigns: Prohibition of Assignment Without HUD
> Consent.]{.underline} This Agreement shall be binding upon and inure
> to the benefit of the successors and assigns of each of the parties,
> except that Owner may not assign its interest in this Agreement
> without the prior written consent of the Authority and HUD. Any
> attempted assignment by Owner without such consents will be null and
> void.**

10.3 [Preservation of Rights and Remedies.]{.underline} No delay or
omission by either party in exercising any right or remedy available
hereunder shall impair any such right or remedy or constitute a waiver
thereof in the event of any subsequent occasion giving rise to such
right or availability of remedy, whether of a similar or dissimilar
nature.

10.4 **[Amendment.]{.underline} This Agreement may be amended by mutual
agreement of the Authority and Owner, subject to prior written approval
by HUD and provided that all amendments must be in writing and signed by
both parties and that no amendment shall impair the obligations of the
Authority or Owner to develop and operate the Project Units in
accordance with all Applicable Public Housing Requirements.**

10.5 [Notice.]{.underline} Any notice or other communication given or
made pursuant to this Agreement shall be in writing and shall be deemed
given if (a) delivered personally or by courier, (b) sent by overnight
express delivery, or (c) mailed by registered or certified mail (return
receipt requested), postage prepaid, to a party at its respective
address set forth below (or at such other address as shall be specified
by the party by like notice given to the other party);

If to the Authority

[\[23\]]{.underline}

Attn: Executive Director

[\[23\]]{.underline}

[\[23\]]{.underline}

If to Owner:

[\[24\]]{.underline}

[\[24\]]{.underline}

[\[24\]]{.underline}

**If to HUD:**

**United States Department of Housing and Urban Development**

**451 Seventh Street, S.W.**

**Washington, D.C. 20410**

**Attn: Assistant Secretary of Public and Indian Housing**

All such notices and other communications shall be deemed given on the
date of personal or local courier delivery, delivery to overnight
courier or express delivery service, or deposit in the United States
Mail, and shall be deemed to have been received in the case of personal
or local courier deliver, on the date of such delivery, in the case of
delivery by overnight courier or express delivery service, on the date
following dispatch, and in the case of mailing, on the date of delivery
specified in the receipt therefor.

> 10.6 [Applicable Law.]{.underline} This agreement shall be governed by
> and construed in accordance

with the laws of the [\[25\]]{.underline} .

> 10.7 [Counterparts.]{.underline} This Agreement may be executed in
> counterparts and all such

counterparts shall constitute one single Agreement.

**\[SIGNATURES APPER ON THE FOLLOWING PAGE\]**

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

> HOUSING AUTHORITY:

[\[2\]]{.underline}

By: [\[26\]]{.underline}

[\[26\]]{.underline}

Executive Director

> OWNER:

[\[4\]]{.underline}

By: [\[27\]]{.underline}

Name: [\[27\]]{.underline}

Title: [\[27\]]{.underline}

Exhibit A ‑ Legal Description of Project

\[Insert [\[28\]]{.underline} \]

Exhibit B - Initial Year Project Budget

\[Insert [\[29\]]{.underline} \]

**INSTRUCTIONS FOR COMPLETING MODEL FORM**

**REGULATORY AND OPERATING AGREEMENT**

**\[ALL PUBLIC HOUSING\]**

This is a model form, but not a required HUD form. Within this model
form is HUD-required language (in bold-face type) which must be included
in any Regulatory and Operating Agreement in a mixed-finance
transaction. HUD-required language may not be changed except with prior
written approval of HUD. Enter the following information, as described
below, for each of the corresponding spaces on the Model Form of
Regulatory and Operating Agreement (for use only with mixed finance
projects consisting solely of public housing units):

> 1\. Day, month and year, respectively, of execution of this Agreement.
>
> 2\. Name of the Authority executing this Agreement.
>
> 3\. The State or Commonwealth in which the Authority is duly organized
> and existing.
>
> 4\. Name of the Owner executing this Agreement.
>
> 5\. The legal structure of the Owner (e.g., limited partnership,
> limited liability company, etc.).
>
> 6\. The State or Commonwealth in which the Owner is duly organized and
> existing.
>
> 7\. The Mixed Finance ACC Amendment Number adding the Project to the
> Authority\'s ACC with HUD.
>
> 8\. The total number of public housing units being added to the Mixed
> Finance ACC consistent with this Agreement.
>
> 9\. The Project Number assigned by HUD for the public housing units
> being added to the Mixed Finance ACC Amendment consistent with this
> Agreement.
>
> 10\. The number of public housing units in the Project that will also
> qualify as low income housing tax credit units under section 42 of the
> IRC (and which may include some or all of the Project Units).

11. The amount of funds being provided by Authority (as a loan or grant)
    to Owner, stated: (A) alphabetically; and (B) numerically.

> 12\. (A) The source of the funds being provided by Authority to Owner;
> and (B) an acronym for such funds.
>
> 13\. The date of execution of the ACC entered into between HUD and the
> Authority.
>
> 14\. The ending date of the Authority\'s fiscal year.
>
> 15\. The date of execution of the HOPE VI Revitalization Grant
> Agreement entered into between HUD and the Authority (if applicable).
>
> 16\. The total number of bedrooms in the Project Units, with separate
> categories based upon the number of: (A) one-bedroom units; (B)
> two-bedroom units; (C) three-bedroom units; and (D) four-bedroom
> units.

17. If the Project has not been approved to use a site-based waiting
    list, delete the current text in subparagraph (a) and substitute
    alternative text, as appropriate, to describe the waiting list
    procedures that will apply to the Project (e.g., community-wide
    waiting list, etc.).

18. Specify the particular preferences that the Authority intends to
    adopt and that will apply to the Project.

19. Add reference to alternative text where a local system of
    preferences has already been adopted.

20. Indicate the amount of Operating Subsidy that the Authority will
    contribute each month to the Reserve for Replacement on behalf of
    each of the Project Units, stated: (A) alphabetically; and (B)
    numerically.

21. Indicate the amount of funds to be used to initially capitalize the
    Operating Deficit Reserve, stated: (A) alphabetically; and (B)
    numerically; and thereafter, indicate in subparagraph (C) the source
    of the non-public housing funds that will be used to capitalize this
    reserve.

22. Provide the same information as described in Paragraph 21 of these
    Instructions for the Affordability Reserve.

23. Provide the name and address, respectively, of the Authority for
    purposes of receiving notices under this Agreement.

24. Provide the name and address, respectively, of the Owner for
    purposes of receiving notices under this Agreement.

25. Indicate the State or Commonwealth whose laws will govern this
    Agreement.

26. Signature and name of the Authority\'s duly authorized
    representative (most often, the executive director).

27. Signature, name and title of the Owner\'s duly authorized
    representative.

28. Attach Exhibit A (Legal Description of Development)/

29. Exhibit B (Initial Year Project Budget).