EXHIBIT D

PARK CENTRAL DEVELOPMENT PLAN

Article I

General Commitments

1.01 General Development The Developer agrees to

develop and use its best efforts to dispose of all Project

Real Property for the uses set forth on Schedule 14 (which

quantifies the acreage for each category of land use)

Schedule 5 (which identifies the general categories of land

use for the Project), and Schedule 7 (which identifies the

land development to occur during 1979). The Developer

agrees not to develop or dispose of land for uses other than

those shown in Schedules 14, 5 and 7.

1.02 Timing of Development The Developer agrees to

develop and use its best efforts to dispose of all real

property within the Project in accordance witn the timing

contemplated by the Financial Plan.

1.03 Consistency with Title X The Developer warrants

that the land within the Project boundaries (as set forth on

Schedule 3) constitutes all of the land initially mortgaged

under Title X on December 114, 1976. The Developer agrees

that the building program described in each of its

applications for assistance under Title X of the National

Housing Act shall be consistent with this Development Plan.

At least 60 days prior to the submission of such an

application the Developer agrees to submit for the

Secretary's approval a description of land development to be

assisted under Title X. The Developer agrees that the Title

X documents executed at each Title X initial endorsement

closing will be consistent with this Development Plan. As

approved by the Secretary and assisted under Title X, the

land development for each subsequent phase shall be

appropiately incorporated into annual plans pursuant to

Article III.

1.014 Amendment This Development Plan and any

Schedule may only be amended by written agreement of the

Developer and the Secretary.

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:eciql Ccr..-.:it Errs

2. C-1 L&y_ 21C tA&AflL;sIfl2e" Le

eveloper arrees cc taKe all actiocis ecsary to ssre tra

ccor'ertion of tre City of i-crc Lrcrr snc it: aencies in

tne uvelop.rect or toe irojct , i1cluiic7 tr Provision:

a. at tre earliest casicie cii!e of jrG:ra:::r tar day

care, tariil' ariioes, ncusiii- ccusei irL ar

recreation ana

c. of Dolice, fire, cultural and realtr. facilities arc

servicesecucational taciuitisa acot instruction in

accor'oance ;itn population rovth.

2.02 P roj ct ranarerent -

a. The Leveloper artes to eicloy Lloyd ayes ao its

resident anG rieL' exacutive otficer tar a cerico 0± a

least five years fro the oste rerect. The Eevelcper

acrees to eLplov or have avdilaolc to it CLrficlsnt

ersonne1 with the reaJisite :andrerial, ac-inistrative

aa'c teccmioa acuity to cop1ete thiS Levio.ncrt tier

t;ie Le?eloprent lerioc.

b. If a new individual is to assume the role of an

officer, manager or director of the Developer, the

Developer shall submit such information as the

Secretary may require in order to conduct a background

investigation of such an individual. If the results of

such investigation are, in the judgment of the

Secretary, adverse to the probity of such individual,

the Secretary reserves the right to disapprove such

individual's employment or association with the

Developer.

2.03 Housing

a. The Developer's commitments to sell land for 900

units of assisted housing are contained in tne Trust

Agreement. The projected annual and cumulative total

land disposition for assisted housing is set forth on

Schedule 8.

b. The Developer agrees to develop land and use its

best efforts to sell land in accordance with Schedule 9

for the construction of 920 non-assisted multi-family

housing units financed under Section 221(d)(1) of the

National Housing Act, as amended, or any program

designated in writing to the Developer by the Secretary

as an additional or successor program which may be

utilized to meet tne requirements of this subsection b.

Best efforts shall not require that such land be sold

if the HID (as defined in tne Trust Agreement)

determines that demand for such housing is not present.

a. The Leqelorec arrees to oL cain su::iviior a:;roval

fro: tr.e "ou5tcr. ins,: nin Cffice fur 111 sin1e Faily

resiuential ave1o;: nt in tne ?rcject.

The Lc-vecper a.rees to locate Lousia; L

(types 1 cnrou:ns seciz'ieU in cr.cu1e o) ano

:rice ranJe ac as to avoic oxceasive concentration of

tne same type of unit in tns sa!Te once

2.uL cn-.-ilea o1e Acres. The Levelooer aree3 tc

cause co$Iclotion in accorance .itn tills Leveionent flan

coo ueaication to the aorcriata ocate or local Duclic 5ov

of tourcxiatsJ.p

a. 3b acres of strcts,

aC acre lake, anc

c. £7 acres or open space, Lnclu]lnc cinaina;ewa'/a snu

tikeays sos ;alr:says

The Developer arees to take all steps necessary to OjtClfl

e;provl at toe jarfersorj Ccuntj iraina;e District 4-71 for

the tfleway, wa1way and recreation systen. T-e Develocer

aDrees to take all steps necessary to assure the Drovision

of 2,131,OCO of non-title i funcs for $a3or streets aiU

inway cavin and itrove:ent in the ?roj eat.

c.L5 Thviron::ental Controls

a. ;fl¬ tveloer arreas to co:csy wit, 3licahle

r:ulatiins coo ztancarus z the ederal Flood

Insurance Administration as contained in Thtls 211,

unacter t, Su_chapter I of the Doric of rederal

Reulations, as atenocu.

The Developer a.rrees to site cli tot lots for assisteD

iulti-isni1y projects at an e1vation above toe

standart project (1CC yr.) flood elevation. All such

tot lots shall be connected wit,) ulti-taix1y ouiluin:s

.itn cathways also constructed to be above the standard

roj act ilooc elevation

The i eveloper arees to cop1v ntn staniaros for

ezivironoenual cuality -,ctrl and revie that tne

Cecretary -,.ay oresorice pursuant to ncr ccers and

resnonsibilities under the tational Environer.tal

Policy Act of 159, as a;iended.

c. The Developer a-rees to cause eaco builder in toe

Project to comply uith IUD noise stan"arcs in '.--j:

Circular 1B90.2 or any successor stanoards.

a. If rint the course ox developcent, cre-niscoric

or !Iistoric rsunan or object revains are discovered toe

Developer sall cause work at tnat site to oc nalted

c:norarily and toe Director 01 La:.!dr University's

nin:1e :c; USL'fl, tie Ltate of :exas and te

Secretarj viii o 1!eu1ately nociftea cy tn:

Develooer. ucn .;crk will : rsalted neniinr a ororcot

arc naelo7ical exanination salva;e anu removal rrc~,ra'!.

e. The :evelocer aTrees that (exceoc a5 to the two

urill sites previously desi:natea ;ntnin tne Project)

it will not take any action, witnout tne .ecretary's

Prior written consent, that ou1i irectly or

indirectly rcsult in tue exploration or extraction of

.suo-surlace rinere1s or cas within the Project.

I'. lo the extent feasible, the Leveloer a;rees to

protect a'ainst air nollutior. and inaustrial hazarIs in

accordance witn iLD guidelines.

The Leveloper asrees to ;iintain an environ:ental

review record to tunitor the i.:pletentation of this

section 2.U'5.

i. The Levelcper a;rees to cause to be soent an

averaze of at least c7,OOC per year over any

consecutive three year period for 1andscapin to

promote environzental cuality .itnin the Froject. This

landsoaoin. will be uesined to rcviue noise oufferin:

in resiuontal areas, envjronjertal ennanceent in

drainageways and open spaces and visual relief in

building projects throughout the Project.

2.06 Elderly and Handicapped

a. The Developer agrees to develop land for and cause

the construction a congregate care facility of at least

100 units and an elderly housing facility of at least

150 units within the first two development phases.

b. The Developer agrees that in order to facilitate

the movement of handicapped individuals:

i. curb ramps will be built adjoining living

units for the elderly and the handicapped;

ii. barrier free sidewalks will connect elderly

housing to essential commercial services; and

iii. any restrooms or rest stops in the Project's

open space network will be designed to accommodate

the handicapped.

The Developer agrees to comply with "Barrier Free Site

Design", a HUD publication, in the construction of the

facilities set forth in (i), (ii) and (iii).

2.07 Utilities

a. The Developer agrees to cause the provision of

utility systems adequate to permit development in

accordance with this Development Plan.

b. The Developer agrees to advance or cause to be

advanced sufficient funds to the Park Central Municipal

Utility District ("MUD") to provide all Project-wide

intract water, sewer and drainageway improvements not

funded by other sources.

c. The Developer agrees to cause the MUD to operate in

accordance with all applicable Federal, State and local

laws and standards.

2.08 Innovations

a. The Developer agrees to locate and site building

clusters to best take advantage of the recreation and

ventilation potential of the major drainageways,

bikeways, walkways and other open space.

b. The Developer agrees that in order to ameliorate

the effects of climatic conditions it will require

homebuilders in the Project to utilize non-wood new

materials and take more extensive weatherization and

insulation measures than are customarily used in the

area.

/

2.09 Small Builders The Developer agrees to

encourage a diversified group of local home builders;

including both small and large producers and minority

contractors, by:

a. making available a supply of building sites at

competitive costs and terms;

b. assisting such builders to obtain financing; and

c. advertising housing opportunities in the Project.

Article III

Annual Plan

3.01 Approval The Developer agrees that prior to

November 1 of each year it will deliver to the Secretary for

approval a proposed annual plan for the next calendar year.

Prior to January 1 of such year, the Secretary and the

Developer will agree in writing to the annual plan.

3.02 1979 Annual Plan

a. The Developer agrees that in calender year 1979 it

will

(i) complete all streets, street lighting,

landscaping and lot development in Stonegate II B and

III;

(ii) cause the MUD to complete all water and sewer

lines and drainage in Stonegate II B and III;

(iii) complete at least 50% of the interior

streets, all, of the grading and at least 140% of the

landscaping of the area bounded by 9th Avenue, Turtle

Creek, S.H. 365 and 9th Avenue lateral drainage canal;

(iv) obtain Title X financin7 for phase 2 and

obtain all necessary City, State and 1UD approvals

necessary for the commencement of construction for such

phase; and

b. It is anticipated that in calendar year 1979 the

City or State will complete tue following streets:

Ci) 65$ of Regional Cr. from Ytn Ave. to ew Town

Circle;

(ii) 65$ of Turtle Creek from U.S. Highway 69 to

9th Aye;

(iii) 65% of 75tn St. (2 lanes north from U.S.

Highway 69 to 9tn Ave. and lanes from 9th Ave. to the

Gulf States right-of-way, including 2 bridges across

Canal B and 1 bridge over 9th Ave. drainage canal);

(iv) 9th Ave. (2 lanes);

Cv) 50% of Oakmont Dr. from New Town Circle to

Turtle Creek Drive;

(vi) 50 of Anchor Er. from New Town Circle to

75th St.;

(vii) 59% of I-ieatherbrook from Phase 1 boundary to

75th St.;

(viii) 50% of Honeywood from the Phase 1 boundary to

75th St.

(ix) Electrical lines, street lights, sidewalks,

rest stops and landscaping throughout the Project.

SCHEDULE 1

LOCATION MAP

SCHEDULE 2

EXISTING CONDITION OF SITE AND SURROUNDINGAREA - IDENTIFICATION OF AFFILIATES' LAND

SCHEDULE 3

PROJECT BOUNDARIES

SCHEDULE k

LAND USE ACREAGE

LAND USE ACRES ACRES PERCENT

ResidentialSingle Family 334Townhouse eliUarden Apartment 103Mid-Rise Apartment 10

Total Residential 535 74Commercial 97 13Open SpaceLakes 30

Drainage 25Total Open Space 55 7Churches LI 1Streets 38

Total Project Acreage 729 100

SCHEDULE 5

GENERAL PLAN

SCiEDJLE £

zSESIDENTIAL LAND SALES TYPES

Type No. Type Name Density Acres

1 Conventional Single Family 3/Ac. 3092 Conventional Townnouse 7/Ac. 60,3 Conventional Apartments 20/Ac. 44U Section 235 Single Family 5/Ac. 255 Section 235 Townhouse 3/Ac. 166 Section 221d4 Apartments 20/Ac. 467 Section 8 Apartments 20/Ac. 16C Section 8 ,.,id-iUse 30/Ac. 10

Total 536

SCHEDULE 7

ANNUAL DEVELOPMENT PLAN

S

ASSISTED HOUSING LAi;1 DISPCSITiOii

alenuar Assisted a1es Assisted RentalYear Lots Cum Ac. CUT Units Own Ac. Cum

1979 12 12 2.0 2.0 150 150 7.5 7.51950 12 24 2.0 3.9 150 300 5.0 12.51951 12 36 2.0 5.9 C 300 0 12.51952 12 2.0 7.8 50 350 2.5 15.01583 12 60 2.0 9.8 C 350 C 15.01954 12 72 2.0 11.7 C 350 0 15.01905 12 34 2.0 13.7 C 350 0 15.01966 12 96 2.0 15.6 0 350 0 15.01967 12 108 2.0 17.6 0 350 0 15.01963 12 120 2.0 19.5 0 350 0 15.019 12 12 2.0 21.5 0 350 C 15.01990 12 14'4 2.0 23.4 0 350 0 15.01991 12 156 2.0 25.4 0 350 0 15.01992 12 166 2.0 27.3 150 500 5.0 20.01993 12 160 2.0 29.3 150 650 7.5 27.51994 12 192 2.0 31.2 0 650 0 27.51995 12 204 2.0 33.2 0 ¬50 0 27.51956 12 216 2.0 35.1 0 650 0 27.51997 12 228 2.0 37.1 0 650 0 27.51998 22 250 3.b 40.6 0 ¬50 0 27.5

0TAL 250 40.6 650 27.5

OTE: Annual acreage amountsay not add to totals due tooundin.

SCHEDULE 9

SECTION 221(d)(Lt)* LANE DISFCSITIU

CalendarYear Units Cum. Ac. Cum.

1579 220 220 11 111980 0 220 0 111981 C 220 C 111982 0 220 C 111983 0 220 C 111984 160 380 8 191965 0 330 0 191986 0 380 C 191967 0 380 C 191986 180 560 9 281989 0 560 C 281990 0 560 0 21991 0 560 0 281992 1E0 740 9 371993 0 7'4O C 3719914 0 740 0 371995 0 740 0 371996 160 920 9 461997 0 920 C 461995 0 920 0 46

TOTAL 920 '46

Section 221(d)(4) means housing ownea by personsassisted under Section 221(d)(4) of the NationalHousing Act, as amended, and additional and successorprograms designated by the Secretary.