to any Project the Local Authority shall, if the Government so requires, assign to the Government all of its rights and interests in and to the Project, or such part thereof as the Government may specify, and the Government shall continue to pay Annual Contributions with respect to dwelling units covered by Housing Assistance Payments Contracts in accordance with the terms of this ACC until reassigned to the Local Authority. After the Government shall be satisfied that all defaults with respect to the Project have been cured and that the Project will thereafter be operated in accordance with the terms of this ACC, the Government shall reassign to the Local Authority all of the rights and interests of the Government in and to the Project as such rights and interests exist at the time of such reassignment.

2.17. Remedies not exclusive and nonwaivers of remedies. Any remedy provided for herein shall not be exclusive or preclude the Owner, LHA and/or the Government from exercising any other remedy available under this ACC or under any provisions of law, nor shall any action taken in the exercise of any remedy be deemed a waiver of any other rights or remedies available to such parties. Failure on the part of any such party to exercise any right or remedy shall not constitute a waiver of that or any other right or remedy, nor operate to deprive the party of the right thereafter to take any remedial action for the same or any subsequent default.

2.18. Interest of members, officers, or employees of local authority, members of local governing body, or other public officials.

(a) Neither the Local Authority nor any of its contractors or their subcontractors shall enter into any contract, subcontract, or arrangement, in connection with any Project, in which any member, officer, or employee of the Local Authority, or any member of the governing body of the locality in which the Project is situated, or any member of the governing body of the locality in which the Authority was activated, or any other public official of such locality or localities who exercises any responsibilities or functions with respect to the Project during his tenure or for one year thereafter has any interest, direct or indirect. If any such present or former member, officer, or employee of the Local Authority, or any such governing body member or such other public official of such locality or localities involuntarily acquires or had acquired prior to the beginning of his tenure any such interest, and if such interest is immediately disclosed to the Local Authority and such disclosure is entered upon the minutes of the Local Authority, the Local Authority, with the prior approval of the Government may waive the prohibition contained in this subsection; Provided, however, that any such present member, officer, or employee of the Local Authority shall not participate in any action

by the Local Authority relating to such contract, subcontract, or arrangement.

(b) The Local Authority shall insert in all contracts entered into in connection with any Project or any property included or planned to be included in any Project, and shall require its contractors to insert in each of its subcontracts, the following provisions:

No member, officer, or employee of the Local Authority, no member of the governing body of the locality in which the Project is situated, no member of the governing body of the locality in which the Local Authority 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 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 ACC or to any benefits which may arise therefrom. APPENDIX XI-AGREEMENT TO ENTER INTO HOUSING ASSISTANCE PAYMENTS CONTRACTSUBSTANTIAL REHABILITATION

This Agreement to Enter into Housing Assistance Payments Contract ("Agreement") is made and entered into this day of

the

19-, by and between ("LHA"), a body, corporate and politic, organized and existing under and by virtue of the laws of the State of ("Owner").

and Whereas, the Owner proposes to complete the substantial rehabilitation of certain housing (as described in the Owner's approved Final 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 rehabilitation, for the purpose of making housing assistance payments to enable eligible low-income families ("Families") to occupy said housing, which units are described in Exhibit "C", attached hereto; and

Whereas, the LHA has entered into an Annual Contribution Contract dated

payments, which ACC is attached hereto as Exhibit "D"; and

Whereas, the Owner is also the rehabilitator, or, if the rehabilitator is other than the Owner, the rehabilitator's name is

Now therefore, the parties hereto agree as follows:

PART I

1.1. The rehabilitation. The rehabilitated housing shall be in accordance with Exhibit "A". The Owner shall be solely responsible for completion of the rehabilitation 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.

1.2. Time for completion. a. The rehabilitation shall be completed in accordance with section 1.4 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 completion shall be deemed to refer to completion of all the units 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.

1.3. Changes during rehabilitation. The LHA, with Government approval, may reduce the rents payable to the Owner if deviations from Exhibit "A" alter the design or quality or other basis for approval of the Final Proposal. Accordingly, the Owner shall obtain prior written approval for any such changes from the LHA and the Government.

1.4 Completion of rehabilitation.-a. Notification of completion. Upon completion of the rehabilitation, the Owner shall notify the LHA and the Government that the work is completed and shall submit to the LHA the evidence of completion described in paragraph b, below.

b. Evidence of completion. The completion of the rehabilitation shall be evidenced by furnishing the LHA with the following:

(1) a certificate of occupancy and/or other official approvals necessary for occupancy; and

(2) a certificate by the Owner, supported by the Owner's warranty in the Contract, and

a separate certification by the registered architect (if working drawings and specifications for the work were prepared and certified to by a registered architect), that:

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

(b) the rehabilitated housing is in good and tenantable condition; and

(c) there are no defects or deficiencies 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 completion, the LHA representative, accompanied by a Government representative, shall inspect the property 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 rehabilitation has been satisfactorily completed and whether the requirements of Section 1.5a have been complied with.

(2) If it is determined that the rehabilitation 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.

1.5 Housing assistance payments contract. a. 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, or in the proposed management program (if one was required), as specified in his proposal, other than changes approved in writing by the LHA and the Government in accordance with section 1.3 of this Agreement.

b. If the Government determines that the rehabilitation has been satisfactorily completed in accordance with the provisions of section 1.4 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.

c. 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 1.2a, 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.

d. 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 units in rehabilitated housing financed with mortgages insured under the National Housing Act exceed the rent formula or other rents established by the Government in connection with the mortgage insurance for such units.

e. 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 section 1.3 and paragraph d of this section.

1.6. Commencement of marketing. Marketing by the Owner and determination of Family eligibility and approval of Owner-Family Leases by the LHA shall begin no later than 60 days prior to completion of rehabilitation and be accomplished to achieve rapid occupancy. These actions shall be taken in accordance with the provision of Sections 1.9 and 2.1 of the Contract.

1.7 Relocation requirements. a. The Owner, by checking "yes" below, hereby certifies that the 1.ousing to be rehabilitated was without occupants as of the date of the LHA's written notification to the Owner requesting the Owner to submit a Final Proposal.

Yes No

b. If the answer to paragraph a above is "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 payments pursuant to sections 202, 203 and 204 of 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 sections 202, 203 and 204 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 payments 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 upon presentation of written authorization by the LHA for the purpose of meeting relocation payments.

(3) The Owner hereby voluntarily undertakes liability for all relocation payments and agrees that if the funds in the escrow account shall prove to be insufficient to meet all such relocation payments, 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 payments, 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 sections 202, 203, and 204 of 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.

1.8. Entire agreement. This Agreement, including Part II and all Exhibits hereof, contains the entire agreement between the parties hereto, and neither party is bound by any representations or agreements of any kind except as contained herein.

1.9. 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.

In witness whereof, the parties hereto have executed this Agreement in four original counterparts as of the day and year first above written.

LHA

By Owner

By

WARNING: 18 U.S.C. 1001 provides, among other things, that whoever knowingly or willfully makes or uses a document or writing containing any false, fictitious, or fraudulent statement or entry, in any matter within the jurisdiction of any department or agency of the United States, shall be fined not more $10,000 or imprisoned for not more than five years, or both.

PART II

2.1 Employment of project area residents and contractors. The Owner shall comply and shall require each of his contractors and subcontractors employed in the performance of this Agreement 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 employ

ment be given lower income residents of the project area and that contracts for work in connection with the rehabilitation of the housing be awarded to business concerns which are located in, or owned in substantial part by, persons residing in the project

area.

2.2. 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, lay-off 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.

2.3. 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.

2.4. 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 U.S. Department of Housing and Urban Development field office director who 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 field office director 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 field office director 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 arbitary, 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 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 field office director.

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.

2.5. Flood insurance. If the housing to be rehabilitated under this Agreement 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 such housing will be covered, during its anticipated economic or useful life, by flood insurance in an amount at least equal to its development or rehabilitation 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.

2.6. 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 housing 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.

2.7. 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.

2.8. 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 housing to be rehabilitated hereunder or any part thereof, or any of his interests therein, except as follows:

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

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

An assignment by the Owner 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 rehabilitator 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 rehabilitator 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 rehabilitator's contract to perform the rehabilitation work, or of any part thereof, or any of the rehabilitator's interests therein.

d. The Owner agrees to notify the LHA and the Government promptly of any proposed action covered by paragraph a or b or c of 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 rehabilitator in whole or in part, by a party holding ten percent or more of the stock of said Owner or rehabilitator, 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 rehabilitator or the degree thereof, by any other method or means, whether by increased capitalization, merger with another corporation, corporate or other amendments,