***This is HUD-required language which must be included in any
Development Agreement in a mixed-finance transaction. This language may
not be changed except with prior written approval of HUD.***

**DEVELOPMENT AGREEMENT**

**MANDATORY PROVISIONS**

**[Definitions]{.underline}**

ACC: The Consolidated Annual Contributions Contract between HUD

> and the Authority, dated as of , 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 Mixed Finance ACC Amendment, 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 Authority's
admissions and occupancy policies applicable to the Project, as set
forth in the Authority's approved PHA Plan under 24 CFR part 903, and
all applicable Federal statutory, regulatory and executive order
requirements, as those requirements may be amended from time to time.

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 , as may be amended.

**[Disbursement for Third Party Cost Prior to Closing]{.underline}.**

For all disbursements, other than disbursements of the Net Development
Fee, Developer shall provide monthly statements that identify the
Development Services performed and the party performing such service,
the hours worked and the direct and indirect costs incurred prior to
closing. Such statements shall be in the form requested by Authority.
Authority shall provide seventy-five percent (75%) of such payments to
Developer within 30 days of receipt of a proper request for
disbursement. The request for disbursement for Development Services
shall be on Application and Certificate for Payment (AIA Document G702)
and signed by an authorized representative of Developer

**[Availability of Funds]{.underline}.**

All payments to be made by Authority pursuant to this Agreement are
contingent upon the receipt of funds for the Development Services.
Authority shall not be obligated to pay any moneys in the event that
public housing funds are terminated, withheld or are insufficient;
provided that Authority shall pursue, with Developer's assistance and
cooperation, alternative sources of funding. Authority may suspend the
Development Services until sufficient funding is secured or, if
necessary, terminate this Agreement for convenience.

**[Relocation Activities.]{.underline}**

The Authority has received HUD approval of its demolition activities
under Section 18 or Section 24 required by HUD for the implementation of
this Agreement, which Demolition Application contained the proposed plan
for relocation of tenants and for providing replacement housing (the
\"Relocation Plan\"). The Authority has complied, and shall continue to
comply, with all Federal, State and local requirements governing the
relocation of residents and the provision of replacement housing under
this Article including the Uniform Relocation Assistance and Real
Property Acquisitions Policies Act of 1970, as amended by the Uniform
Relocation Act Amendment of (the \"Uniform Relocation Act\"), and any
and all other Federal or state laws, rules or regulations. The Authority
shall indemnify and hold the Developer harmless from any liability
arising pursuant to the foregoing laws and contractual obligations.

**[Selection of Professionals, Contractors, and
Consultants.]{.underline}**

\(a\) [General]{.underline}. In no event shall Developer contract with
any party which has been debarred or suspended by HUD under 24 CFR part
24. All contracts entered into by the Developer with third parties shall
contain all standard provisions required by HUD and shall otherwise be
consistent with the requirements of this Agreement.

\(b\) [Prohibited Arrangement]{.underline}. The Authority and Developer
hereby represent and warrant that: (i) if there is an identity of
interest between the Developer and the General Contractor, the Authority
has demonstrated to HUD's satisfaction that the General Contractor was
the lowest bidder in response to solicitation; or (ii) HUD has provided
a written waiver of the certification requirement of 24 CFR §
941.606(n)(1)(ii)(B).

\(c\) [MBE and WBE Participation]{.underline}. To achieve greater
participation of minority business enterprises (\"MBEs\") and women\'s
business enterprises (\"WBEs\") in contracts administered directly or
indirectly by the Authority pursuant to Executive Orders 11625 and
12138, the Developer agrees to use its good faith best efforts to:

\(1\) place qualified MBEs and WBEs and small business concerns on
solicitation lists;

\(2\) divide the Development Services into smaller tasks or quantities
to permit maximum participation by MBEs and WBEs and small business
concerns;

\(3\) use the services and assistance of the U.S. Small Business
Administration, the Minority Business Development Agency of the U.S.
Department of Commerce, any local minority assistance organizations and
various state and local government small business agencies;

\(4\) comply with such additional requirements relating to MBEs, WBEs,
and Section 3 as set forth in the hiring and training plans developed by
the Partnership, and approved by the Authority (the \"Hiring and
Training Plans\").

\(d\) [MBE/WBE Report.]{.underline} Each quarter, Developer shall, and
shall cause each subcontractor to prepare and submit to the Partnership
the Section 3, MBE and WBE Report in the form prescribed by the
Partnership.

\(e\) [Section 3]{.underline}. Developer shall, and to the extent
practicable shall require its subcontractors to, ensure that employment
opportunities shall be directed to (1) low-income housing residents of
***\[name of demolished project\]***, then (2) Authority\'s other
Section 8 and public housing residents, then (iii) low income residents
of ***\[City and County\]*** in accordance with the Hiring and Training
Plans.

**[Insurance.]{.underline}**

Developer shall maintain and keep in force insurance, naming Authority
as an additional insured, if applicable, of the following types:

\(a\) \"All Risk\" insurance against loss or damage by fire, flood and
such other risks and matters, including without limitation, business
interruption, rental loss, public liability, and boiler damage and
liability. The amount of such insurance will not be less than 100% of
the full replacement value of the Development, including the cost of
debris removal, without deduction for depreciation.

\(b\) General liability insurance with a combined single limit of not
less than \$5,000,000 for injury to or death of any one person, for
injury to or death of any number of persons in one occurrence, and for
damage to property, insuring against any and all liability of Authority
and Developer including, without limitation, coverage for contractual
liability and broad form property damage.

\(c\) Workers\' Compensation insurance in accordance with the laws of
the State or Commonwealth where the Project is located.

\(d\) The insurance coverages set forth in Part B, Attachment VII of the
ACC, if Authority determines that exposure exists. All such insurance
shall provide that Authority be given 30 days prior written notice of
any renewal, termination, cancellation, or other change to such
policies.

Recordkeeping, Audit & Reporting Requirements.

\(a\) [Recordkeeping; Access]{.underline}. Developer\'s books and
records pertaining to its performance under this Agreement shall be kept
in accordance with generally accepted accounting principles and as
required by the Applicable Public Housing Requirements, and shall be
retained for at least three years after the Authority makes final
payment to Developer under this Agreement and all other pending matters
are closed. Developer agrees to grant a right of access to the
Authority, HUD, any agency providing funds to Authority, the Comptroller
General of the United States, and any of their authorized
representatives, with respect to any books, documents, papers, or other
records pertinent to this Agreement in order to make audits,
examinations, excerpts, and transcripts.

\(b\) [Audit]{.underline}. Authority, HUD, any agency providing funds to
Authority, the Comptroller General of the United States, or any of their
duly authorized representatives, shall have the right to perform any
audit of Developer\'s finances and records related to its performance
under this Agreement, including without limitation, the financial
arrangement with anyone Developer may delegate to discharge any part of
its obligations under this Agreement.

\(c\) [Contractors]{.underline}. Developer agrees to ensure that the
recordkeeping, access, audit and reporting requirements set forth in
this Article 11 are also made legally binding upon any contractor or
subcontractor that receives funds derived from the Authority in
connection with the Project.

Approval by HUD.

The parties acknowledge that performance of this Agreement by Authority,
and the transactions contemplated hereby, is contingent upon the review
and approval by HUD. Developer and Authority agree to cooperate in order
to obtain HUD's written approval of this Agreement.

**[Termination for Convenience by Authority]{.underline}.**

\(a\) Authority may terminate the Development Agreement in whole, or
from time to time in part, for the convenience of Authority whenever
Authority determines in good faith that it is infeasible or contrary to
the interests of the Authority to proceed with the Development. Any such
termination shall be effected by delivery to Developer of a written
notice of termination specifying the extent to which the performance of
the work under the Agreement is terminated, and the date upon which such
termination becomes effective, which shall not be less than 20 days
following delivery of all such notices. If the Authority terminates this
Agreement in part, and the Developer deems the performance of the
remaining part infeasible in its sole judgment and discretion, then the
Developer shall so inform the Authority and the prior notice of
termination for convenience will be deemed withdrawn unless the
Authority within ten days shall deliver a notice of termination for
convenience as to the entire remaining portion.

\(b\) In the event of a termination for convenience under this Article,
the Authority shall be liable to Developer for reasonable and proper
costs resulting from such termination which costs shall be paid to
Developer within 30 days of receipt by the Authority of a properly
presented claim setting out in detail: (i) the total cost of all
third-party costs incurred to date of termination; (ii) the cost
(including reasonable profit) of settling and paying claims under
subcontracts and material orders for work performed and materials and
supplies delivered to the site, or for settling other liabilities of
Developer incurred in performance of its obligations hereunder; (iii)
the cost of preserving and protecting the work already performed until
the Authority or its assignee takes possession thereof or assumes
responsibility therefore; (iv) the actual or estimated cost of legal and
accounting services reasonably necessary to prepare and present the
termination claim to the Authority; and (v) fair compensation to
Developer for all tasks performed to date, but with a setoff for sums
previously paid by Authority as Developer compensation, or otherwise
reimbursed.

\(c\) [Survival.]{.underline} The liability of any party for a breach of
this Agreement under this Article 21 shall survive the termination of
this Agreement.

\(e\) [Delivery of Plans and Agreements.]{.underline} If this Agreement
is terminated, the Developer, at no additional cost to the Authority,
shall deliver to the Authority copies of any Plans and studies in the
Developer\'s possession or to which the Developer is entitled for
construction of the New Improvements to be built on the Property, and
shall obtain from the architect of such Plans, studies, and any
approvals relevant to the Property.

Disclaimer of Relationships.

\(a\) Nothing contained in the ACC, the HOPE VI Grant Agreement (if
applicable), or this Agreement, nor any act of HUD or Authority, shall
be deemed or construed to create any relationship of third party
beneficiary, principal and agent, limited or general partnership, joint
venture, or any association or relationship involving HUD, except
between HUD and Authority as provided under the terms of the ACC or HOPE
VI Grant Agreement, as applicable.

\(b\) Developer acknowledges that any transfer of HOPE VI funds or other
public housing development funds by Authority to Developer shall not be
deemed an assignment of such funds. Developer will not succeed to any
rights or benefits of Authority under the ACC or HOPE VI Grant Agreement
or attain any privileges, authorities, interests, or rights in or under
the ACC or HOPE VI Grant Agreement, as applicable.

\(c\) Developer agrees to ensure that paragraphs (a) and (b) of this
Article are inserted into any contract or subcontract involving the use
of HUD funds in connection with the Project.

**[Conflict of Interest]{.underline}.**

\(a\) The parties acknowledge and agree that this Agreement does not
violate the conflict of interest provisions set forth in 24 CFR Part 85,
24 CFR Part 941 and the ACC, and the parties hereto agree to comply with
such provisions. Each of the parties agrees to include in all contracts
with any party involving the use of public housing funds, a conflict of
interest provision consistent with 24 CFR Part 85, 24 CFR Part 941 and
the ACC.

\(b\) Developer agrees to execute a Certification Regarding Lobbying, as
required by Article 25(m), and all other certifications required to be
executed in connection with receipt of the public housing funds.

No Liens.

Without the prior written consent of Authority and HUD, Developer shall
not place a lien or other encumbrance on the Project; nor pledge the
Project as collateral for any debts or financing.

[**Notices**.]{.underline}

All notices, requests, demands, approvals, or other formal
communications given hereunder or in connection with this Agreement
shall be in writing and shall be deemed given if, and shall not be
deemed given unless, dispatched by (1) certified mail, return receipt
requested; (2) express delivery service with a delivery receipt; or (3)
personal delivery, to the offices of the Authority and the Developer, at
the addresses set forth in the introductory paragraph to this Agreement,
and to HUD at the following address:

# U.S. Department of Housing and Urban Development, Office of Public Housing Investments, 451 Seventh Street, S.W., Fourth Floor, Washington, D.C. 20410

**[Conflicts]{.underline}.**

The parties acknowledge and agree that, in the event of a conflict or
inconsistency between the Applicable Public Housing Requirements and any
requirement set forth in this Agreement, the Applicable Public Housing
Requirements shall in all instances be controlling.

**[Environmental Clearance:]{.underline}**

The Parties certify that (1) until the environmental review requirements
contained at 24 CFR § 970.4 are completed to the satisfaction of HUD,
the Parties shall take no action to demolish, rehabilitate, or otherwise
affect the Improvements now on the Property, or expend Federal funds on
the Improvements other than with respect to action that is taken in the
normal maintenance or operation of the Improvements, and (2) the Parties
shall take such actions as may be necessary to preserve the Improvements
in their current condition, until such time as the environmental review
is completed. Provided further, that upon violation of either of the
preceding provisos, at the direction of HUD the Authority and Developer
agree immediately to terminate this Agreement. Provided further, that in
the event that a separate environmental review with respect to actions
to abate asbestos is completed under 24 CFR Part 50 and HUD provides
written approval for such actions, such actions may be undertaken by the
Parties in accordance with the conditions of such approval.

**[Fixed or Floating Units.]{.underline}**

***\[If the public housing units will be "floating" not "fixed" then the
Development Agreement must include the following language:\]*** Due to
the fact that the Mixed-Finance Development will include the public
housing units that are not specifically designated units, pursuant to 24
CFR § 941(a)(8)(vi), the Authority and Developer shall ensure that labor
standards applicable to the development of public housing (including,
but not limited to Davis-Bacon Act, 40 U.S.C. 276a et seq.), are met
with respect to the development of all units that may, at any time, be
used as the public housing units.