R2005-49 AUTHORIZING DEVELOPMENT AGREEMENT Near North

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subject to 24 C.F.R. part 85 by exercising significant functions within such entities within the meaning of 24 C.F.R. part 941.602(d)(2). However, the Developer shall avoid organizational conflicts of interest as well as noncompetitive practices that may restrict or eliminate competition or otherwise restrain trade. The Developer shall employ due diligence to ensure that all consultants, design professionals,construction professionals,and other professionals or contractors engaged to provide services or supplies for the Revitalization shall supply the skill and judgment necessary to perform the required services in compliance with the Revitaliza.tion Schedule and the Revitalization Budget and in accord with all requirements of their respective contracts. Awards shall be made to the bidder or offeror whose bid or offer is in the Developer's sole deternunation,most advantageous to the applicable phase of the Revitalization, taking into consideration price, quality and other factors deemed by the Developer to be relevant. The other factors shall include(but not be limited to)the bidder's or offeror's compliance with minority contracting requirements and Section 3 of the Housing and Urban Development Act of 1968 and the implementing regulations at 24 C.F.R.part 135. 1.12.1 Selection of Affdiates. The restrictions set forth in this Subsection 1.12.1 apply to the Phase II Rental Component and Phase III Rental Component only,and not to the other Components. Subject to the applicable Public Housing Requirements, Developer may utilize an "�liate"other than a general contractor as a Contractor so long as the Affiliate other than a general contractor is selected in a public bidding process in which a minimum of three(3)bids are received and so long as the utilization of said Affiliate complies with the requirements of Section 1.12 and with all applicable Public Housing Requirements. The Developer acknowledges that the general contractor will not be an Affiliate of the Developer. The Developer hereby agrees to comply with applicable Public Housing Requirements. Nothing stated in this Section 1.12.1 shall be interpreted as to preclude Developer from entering into negotiations with potential consultants or from encouraging the development of Third Pariy Contractors through negotiations. Moreover,nothing in this Agreement shall be construed as to require Developer to select Third Pariy Contractors solely or primarily based on price. 1.12.2 Third Party Contractor Agreements. All contracts entered into after the Effective Date with Contractors and subcontractors pursuant to this Section 1.12 for the Revitalization shall (1) provide unlimited rights to use all deliverables of the DHA for public purposes; (2)permit assignment of the agreement to the DHA on terms and conditions reasonably satisfactory to the DHA,the Developer,the applicable Owner Entity,the Third Party Contractor and any lenders for the particular Phase of the Revitalization, which terms and conditions include payment for reasonable costs agreed upon by the Parties and associated with work product and deliverables prior to assignment of said work product or deliverables;(3)include an executed HOPE VI Subgrantee/Contractor/Subcontractor Certifications&Assurances,attached hereto as Exhibit E; (4) permit termination according to the terms of Section 1.12.4 hereof; (5) require appropriate certifications that it will not cause any Party hereto to have a conflict of interest within the meaning of this Agreement; and (6) contain the mandatory contract provisions set forth in Exhibit D. In accordance with Section 5.10,the Genera.l Contractor(s) shall meet the insurance requirements set forth herein. The Developer, the DHA and the City agree that Developer will require liquidated damages in each of its prime construction contracts and such liquida.ted damages provision shall be reasonably acceptable to the DHA and the City. 7 INDY 1566592v.2