indirect, in this contract or the proceeds thereof."

(c) The provisions of the foregoing subsections (a) and (b) of this Section 2.18 shall not be applicable to the General Depositary Agreement, or utility service the rates for which are fixed or controlled by a governmental agency.

2.19. Interest of Member of or Delegate to Congress. No member of or delegate to the Congress of the United States of America or resident commissioner shall be admitted to any share or part of this Contract or to any benefits which may arise therefrom.

("Owner").

WHEREAS, the Owner proposes to complete a housing Project consisting of improvements and land (as described in the developer's approved proposal, including any approved modifications, attached hereto as Exhibit "A"); and

WHEREAS, the Owner and the LHA propose to enter into a Housing Assistance Payments Contract ("Contract"), which is attached hereto as Exhibit "B", upon the completion of said Project, for the purpose of making housing assistance payments to enable eligible low-income families ("Families") to occupy units in said Project, which units are as described in Exhibit "C", attached hereto; and

WHEREAS, the LHA has entered into an Annual Contributions Contract dated 19, with the United States of America (hereinafter called the "Government"), with respect to Project No. ("ACC"), under which the Government will provide financial assistance to the LHA pursuant to Section 23 of the United States Housing Act of 1937 for the purpose of making housing assistance payments, which ACC is attached hereto as Exhibit "D"; and

WHEREAS, the developer of this Project is the Owner. (Name of developer if he is not the Owner)

NOW THEREFORE, the parties hereto agree as follows:

1. The Improvements. The completed improvements shall be in accordance with Exhibit "A". The Owner shall be solely responsible for completion of the improvements and nothing contained in this Agreement shall create or affect any relationship between the LHA and the lender or any contractors or subcontractors employed by the Owner in the completion thereof.

2. Time for completion. a. The Project shall be completed in accordance with Section 4 no later than days after the date of this Agreement or in stages as provided for in Exhibit "E", which identifies the units comprising each stage and the dates for commencement and completion of each stage. Where completion in stages is provided for, all references to Project completion shall be deemed to refer to Project completion and/or completion of any stage, as appropriate. The Owner agrees that no later than 19, the work will be commenced and diligently continued. The LHA reserves the right to cancel this Agreement, subject to Government approval, in the event the work is not commenced and/or diligently continued as aforesaid.

-

b. In the event that there is delay in the completion due to strikes, lockouts, labor union disputes, fire, unusual delay in transportation, unavoidable casualties, weather, acts of God or any other causes beyond the Owner's control, or by delay authorized by the LHA, the time for completion shall be extended to the extent that completion is delayed due to one or more of these causes.

3. Changes during construction. The LHA, with Government approval, may reduce the rents payable to the Owner if deviations from Exhibit "A" alter the Project design or quality or other basis for proposal selection. Accordingly, the Owner shall obtain prior written approval for any such changes from the LHA and the Government.

4. Project completion: Execution of housing assistance payments contract.-a. Notification of Completion. Upon completion of the Project, the Owner shall notify the LHA and the Government that the Project is completed and submit to the LHA the evidence of completion described in paragraph b, below.

b. Evidence of Completion. The completion of the Project shall be evidenced by furnishing the LHA with the following: (1) a set of "as-built" drawings; and (2) a certificate of occupancy and/or other official approvals necessary for occupancy; and

(3) separate certifications by the registered Architect responsible for the preparation of the working drawings and specifications and by the Owner that:

(a) all work has been completed in accordance with the terms and conditions of this Agreement;

(b) the Project is in good and tenantable condition; and

(c) there are no defects or deficiencies in the Project, except for ordinary punchlist items. If there are punchlist items the Owner shall, as agreed to by the Owner, the LHA and the Government, make a deposit in escrow to cover such items. In such case, if the Owner fails to complete the punchlist items within a reasonable time to the satisfaction of the LHA, the LHA may, upon 30 days notice and with the approval of the Government, terminate the Housing Assistance Payments Contract.

c. Inspection. (1) Within ten working days of the receipt of the Owner's notification of Project completion, the LHA, accompanied by a Government representative, shall inspect the Project and review the evidence of completion listed in paragraph b, above. The Government shall as promptly as possible, advise the LHA in writing as to whether or not the Project has been satisfactorily completed and whether the requirements of paragraph (d) (1) of this Section have been complied with.

(2) If it is determined that the Project has not been satisfactorily completed, the Government shall notify the LHA and advise it of the corrective action needed. In the event the Owner disputes such a determination he may submit the controversy to third-party arbitration at his expense; provided that the arbitration is advisory only. Prior to authorizing execution of the Contract, the Government shall verify that appropriate corrective action has been taken.

d. Execution of Housing Assistance Payments Contract. (1) Prior to the Government's authorization of execution of the Contract, the Owner must certify in writing that there has been no change in the evidence of management capability and proposed management program as specified in his proposal other than changes approved .n writing by the LHA and the Government in accordance with Section 3 of this Agreement.

(2) If the Government determines that the Project has been satisfactorily completed in accordance with the provisions of this Section and approves such certification and the changes, if any, as to the evidence of management capability and management program, the Government shall authorize execution of the Contract.

5. Selection and certification of families. a. Marketing by the Owner and determination of Family eligibility and approval of OwnerFamily Leases by the LHA shall begin no later than 90 days prior to Project completion and be accomplished to achieve rapid occupancy.

b. The Owner shall be responsible for the selection of Families subject to certification of eligibility by the LHA. In the selection of Families, the Owner shall comply with the Government-approved Affirmative Fair Housing Marketing Plan, which is attached to the Contract and with the applicable LHA admission regulations. Both the Owner and the LHA shall comply with the requirements set forth in Section 10 of the Contract with respect to nondiscrimination in housing.

c. The Owner shall request the LHA, in accordance with procedures to be agreed upon between the Owner and the LHA, to make certifications of eligibility of selected Families and to approve proposed OwnerFamily Leases. Within days of the submission of any such request to the LHA or the submission of additional information required by the LHA from the Owner, the LHA shall furnish the Owner with a determination or a statement that specified additional

information is required from the Owner to enable the LHA to make its determination. If the LHA delays in furnishing a determination or statement within said time limit and such delay results in an eligible unit remaining vacant, the Owner shall be entitled to housing assistance payments for the number of days of vacany directly due to such delay.

6. Housing Assistance Payments contract. a. Upon receipt by the LHA of the Government's authorization, the Owner and the LHA shall execute the Contract. If completion is in stages, pursuant to Section 2a, the Contract shall be executed upon completion of the first stage, and the number and types of completed units and their Contract rents shall be shown in Schedule A-1 of the Contract. Thereafter, upon completion of each successive stage, the signature block provided in the Contract for that stage shall be executed by the Owner and the LHA and approved by the Government, and Schedule A-2, A-3, etc., covering the additional units, shall become part of the Contract effective as of the date of such execution.

b. The rents to the Owner, by unit size, amounts of housing assistance payments, and all other applicable terms and conditions shall be as specified in the proposed Housing Assistance Payments Contract, except that in no case may rents for projects financed with mortgages insured under the National Housing Act exceed the rent formula rents established by the Government in connection with the mortgage insurance for such projects.

c. Each party has read or is presumed to have read the proposed Contract. It is expressly agreed that there shall be no change in the terms and conditions of the Contract other than in accordance with Sections 3 and 6b of this Agreement.

7. Relocation Requirements.

a. The Owner hereby certifies that the site of the Project was without occupants as of the date of the "Notification of Developer Selection" by checking "yes" below.

Yes.

No.

b. If the answer to paragraph a above 18 "no", paragraph c or d below shall be applicable.

c. The Government has determined that satisfactory commitments have been made for the funding of relocation costs pursuant to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as follows:

d. If paragraph c is inapplicable, the Owner hereby agrees to comply with the provisions of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 and applicable Government regulations and requirements issued pursuant thereto, and the following shall apply:

(1) The maximum potential amount of all relocation costs as calculated by the LHA and approved by the Government is $-----

(2) The Owner has deposited this amount in an escrow account under the terms of which payments may be made only upo

presentation of written authorization by the LHA for the purpose of meeting relocation

costs.

(3) The Owner hereby voluntarily undertakes liability for all relocation costs with respect to site occupants and agrees that if the funds in the escrow account shall prove to be insufficient to meet all such relocation costs, he will deposit such additional amounts as the LHA determines to be necessary for such purpose.

(4) When the LHA determines, with Government approval, that there is no longer any potential liability for relocation costs, any balance in the escrow account shall be paid to the Owner.

(5) The Owner agrees to hold harmless and to indemnify the LHA for any costs incurred under the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 in connection with the relocation of site occupants, and the Owner further agrees that the LHA shall have the right to be reimbursed for any such costs by withholding from housing assistance payments payable to the Owner.

8. Employment of project area residents and contractors. The Owner shall comply and shall require each of its contractors and subcontractors employed in the performance of this Contract to comply (including compliance with the Government-approved affirmative action plan for utilization of Project, area businesses) with Section 3 of the Housing and Urban Development Act of 1968 (12 U.S.C. 1701u) and the regulations and requirements of the Government thereunder, requiring that, to the greatest extent feasible, opportunities for training and employment be given lower income residents of the Project area and that contracts for work in connection with the Project be awarded to business concerns which are located in or owned in substantial part by persons residing in the area of the Project.

9. Equal Employment opportunity. a. The Owner shall incorporate or cause to be incorporated into any contract for construction work, or modification thereof, as defined in the regulations of the Secretary of Labor at 41 CFR, Chapter 60, which is to be performed pursuant to this Agreement, the following Equal Opportunity clause:

"EQUAL EMPLOYMENT OPPORTUNITY "During the performance of this contract, the contractor agrees as follows:

"(1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, creed, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of

compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Local Authority setting forth the provisions of this Equal Opportunity clause.

"(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, creed, sex, or national origin.

"(3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the Local Authority advising the said labor union or workers' representative of the contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

"(4) The contractor will comply with all provisions of Executive Order No. 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

"(5) The contractor will furnish all information and reports required by Executive Order No. 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the Government and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

"(6) In the event of the contractor's noncompliance with the Equal Opportunity clauses of this contract or with any of the said rules, regulations, or orders, this contract may be cancelled, terminated, or suspended in whole or in part and the contractor may be declared ineligible for further contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order No. 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor or as otherwise provided by law.

"(7) The contractor will include the portion of the sentence immediately preceding Paragraph (1) and the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by the rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as the Government may direct as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, That in the event a contractor becomes involved in, or is threatened with, litigation with a

subcontractor or vendor as a result of such direction by the Government, the contractor may request the United States to enter into such litigation to protect the interest of the United States."

b. The Owner agrees that he will be bound by the above Equal Opportunity clause with respect to his own employment practices when he participates in federally assisted construction work.

c. The Owner agrees that he will assist and cooperate actively with the Government and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the Equal Opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that he will furnish the Government and the Secretary of Labor such information as they may require for the supervision of such compliance, and that he will otherwise assist the Government in the discharge of the Government's primary responsibility for securing compliance.

d. The Owner further agrees that he will refrain from entering into any contract or contract modification subject to Executive Order No. 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the Equal Opportunity clause as may be imposed upon contractors and subcontractors by the Government or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order.

10. Cooperation in equal opportunity compliance reviews. The LHA and the Owner shall cooperate with the Government in the conducting of compliance reviews and complaint investigations pursuant to applicable civil rights statutes, Executive Orders, and rules and regulations pursuant thereto.

11. Disputes. a. Except as otherwise provided herein, any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement of the LHA and Owner may be submitted by either party to the Government which shall make a decision and shall mail or otherwise furnish a written copy thereof to the Owner and the LHA. b. The decision of the Government shall be final and conclusive unless, within 30 days from the date of receipt of such copy, either party mails or otherwise furnishes to the Government a written appeal addressed to the Secretary of Housing and Urban Development. The decision of the Secretary or his duly authorized representative for the determination of such appeals shall be final and conclusive, unless determined by a court of competent jurisdiction to have been fraudulent, or capricious, or arbitrary, or so grossly erroneous as necessarily to imply bad faith, or not supported by substantial evidence. In connection with any appeal proceeding under this Section, the appellant shall be afforded an opportunity to be heard and to offer evidence in

58-086-76- -11

support of his appeal. Pending final decision of a dispute hereunder, both parties shall proceed diligently with the performance of the Agreement and in accordance with the decision of the Government.

c. This "Disputes" section does not preclude consideration of questions of law in connection with decisions rendered under paragraph a of this Section; Provided, however, that nothing herein shall be construed as making final the decision of any administrative official, representative, or board on a question of law.

12. Flood insurance. If the Project is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and if the sale of flood insurance has been made available under the National Flood Insurance Act of 1968, the Owner agrees that the Project will be covered, during its anticipated economic or useful life, by flood insurance in an amount at least equal to its development or project cost (less estimated land cost) or to the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less.

13. Interest of members, officers, or employees of LHA, members of local governing body, or other public officials. No member, officer, or employee of the LHA, no member of the governing body of the locality (city and county) in which the Project is situated, no member of the governing body of the locality in which the LHA was activated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to the Project, during his tenure or for one year thereafter, shall have any interest, direct or indirect, in this Agreement or in any proceeds or benefits arising therefrom.

14. Interest of member of or delegate to Congress. No member of or delegate to the Congress of the United States of America or resident commissioner shall be admitted to any share or part of this Agreement or to any benefits which may arise therefrom.

15. Nonassignability. a. The Owner agrees that he has not made, and will not make any sale, assignment, or conveyance or transfer in any other form of this Agreement or the Project, or any part thereof, or any of his interests therein, except as follows:

(1) with the prior consent of the LHA and the Government;

(2) to a financial institution or trustee for the purpose of obtaining financing of the Premises, to which assignment the LHA and the Government shall consent in writing if requested by the Owner or the lender.

The assignment by the Owner of the Agreement to a limited partnership of which the Owner is the general partner shall not be considered an assignment herein.

b. The Owner agrees that he will not change to a different developer from the one named in the preamble of this Agreement,

except with the prior consent of the LHA and the Government.

c. The Owner agrees that the approved developer has not made, and will not make, except with the prior consent of the LHA and the Government, any assignment or transfer in any form of the developer's contract to construct the Premises, or of any part thereof, or any of the developer's interests therein.

d. The Owner agrees to notify the LHA and the Government promptly of any proposed action covered by this Section. The Owner further agrees to request the written consent of the LHA and the Government except where the proposed action is covered by paragraph a (2) of this Section.

e. For the purpose of this Section, a transfer of stock in the Owner or developer in whole or in part, by a party holding ten percent or more of the stock of said Owner or developer, or any other similarly significant change in the ownership of such stock or in the relative distribution thereof, or with respect to parties in control of the Owner or developer or the degree thereof, by any other method or means, whether by increased capitalization, merger with another corporation, corporate or other amendments, issuance of new or additional stock or classification of stock or otherwise, shall be deemed an assignment, conveyance, or transfer with respect to this Agreement, the Premises, or the construction contract. With respect to this provision, the Owner, and the party signing this Agreement on behalf of said Owner, represent that they have the authority of all of the existing stockholders of the Owner to agree to this provision on behalf of said stockholders and to bind them with respect thereto.

16. Authority of the LHA. The LHA warrants that it is a duly organized body, corporate and politic, authorized by law to engage in the development or administration of low-rent housing or slum clearance, and that it is in fact and in law authorized to execute this Agreement.

17. Annual contributions contract. The execution of the ACC by the Government signifies that said ACC has been properly authorized; that the faith of the United States is solemnly pledged to the payment of annual contributions pursuant to said ACC; and that funds have been obligated by the Government for such payment to assist the LHA in the performance of its obligations under the Housing Assistance Payments Contract. The LHA shall not, without the consent of the Owner, amend or modify the ACC in any manner which would reduce the amount of annual contributions payable under Section 1.3b (1) thereof with respect to the Project, except as authorized in the ACC and the Housing Assistance Payments Contract.

18. Prohibited methods of financing. If any of the methods of financing prohibited by the Housing Assistance Payments Program is used, (a) the LHA shall be under no obligation to enter into the Housing Assistance Payments Contract and (b) the LHA shall

This Housing Assistance Payments Contract ("Contract") is made and entered into on this day of 19--, by and between ("Owner") and

("LHA") a public body, corporate and politic, organized and existing under and by virtue of the laws of the State of

The Owner and the LHA agree as follows: 1. Purpose of contract. a. The LHA hereby agrees to make housing assistance payments on behalf of eligible low-income families ("Families") for the number and type of units specified in Schedule "A", attached hereto ("assisted units"), to enable such Families to lease decent, safe, and sanitary housing pursuant to Section 23 of the United States Housing Act of 1937.

b. The assisted units are to be leased by the Owner to Families for use and occupancy by such Families solely as private dwellings.

2. Annual contributions contract. a. The LHA has entered into an Annual Contributions Contract dated with the United States of America (hereinafter called the "Government"), with respect to Project No.. ("ACC"), under which the Government will provide financial assistance to the LHA pursuant to Section 23 of the United States Housing Act of 1937, for the purpose of making housing assistance payments, which ACC is attached hereto.

-----

b. The LHA hereby pledges such annual contributions payable under Section 1.3 (b) (1) of Part I of the ACC to the payment of housing assistance payments pursuant to the Housing Assistance Payments Contract. The LHA shall not, without the consent of the Owner, amend or modify the ACC in any manner which would reduce the amount of such annual contributions, ex