RFI - Attachment 2 - Coast2Bay - Cover Letter & MOU

                            Agreement) and a contract of sale or lease for community and
                            affordable housing elements.
 Transaction Documents      The Transaction Documents for the Proposed Initiative will include the
                            Stage 1 Services Agreement and Stage 2 Services Agreement.
                            Each Transaction Document will contain terms usual having regard to
                            the propose work to be undertake, including:
                            (a)     detail regarding the roles and responsibilities of the parties and
                                    any deliverables;
                            (b)     standards required to be met for deliverables;
                            (c)     timeframes for deliverables;
                            (d)     fees payable;
                            (e)     intellectual property provisions; and
                            (f)     a process for resolving any disputes that arise.
                            The parties may decide to combine Transaction Documents or draft
                            them contemporaneously where that is appropriate given the stage of
                            the Proposed Initiative and the information available to them at the time.
 Funding                    Each party will cover their own respective costs and expenses unless
                            agreed in this document or otherwise in writing in the Transaction
                            Documents.
 Anticipated timetable      Stage                    Provisional Commencement date
                            Stage 1                  TBC
                            Stage 2                  TBC




DRAFT – NOT FOR EXECUTION                                                                    Page 12 of 13