R2006-40 AUTHORIZING AGREEMENT WITH GMRI, INC.

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• Decatur—06G0023 c8 -final � 10/19/OS, 10/20/05,10/21/O5, 10/24/O5, 11/l l/O5, 12/20/O5, I/31/06 parties regarding the procedures for payment of the following amounts, including but not limited to estimates, billing frequency and where payments should be sent. (a) Main Drive: Buyer will pay its pro-rata share of the reasonable costs to maintain, repair and illuminate the Main Drive ("Main Drive Costs"), including but not limited to: cleaning; sweeping; repaving; resurfacing; painting; striping; hole patching; removal of trash, snow and ice; and maintenance and repair of directional and traffic signs, and driveway lighting. For the purpose of this provision, "pro-rata share" is the reasonable costs of the foregoing work, multiplied by a fraction, the numerator of which is .94, being t�e acreage of the Property, and the denominator of which is 5.5,being the total acreage of the Developer Tract. For the purpose of this provision, "reasonable costs" do not include any of the following: expenses relating to management or administrative costs of any kind; any original cost of construction; purchase of capital equipment; debt service, including principal, interest, late charges and penalties; repairs due to casualty to the extent covered by insurance proceeds. If a cost is for combined services for the Main Drive and other areas of the Center (e.g., parking areas), the bill will be equitably apportioned and only that portion pertaining to the Main Drive will be included in the pro-rata share to be paid by Buyer. Records of the Main Drive Costs shall be kept by Seller in accordance with generally accepted accounting principles and be maintained and available to Buyer for 3 years after the end of each billing year. Buyer has the right to audit the records, including all supporting documents,upon 30 days prior written notice. If the audit reveals an error in the pro-rata share collected from Buyer, then the parties will make appropriate adjustments within 60 days of receipt of audit; in addition, if Buyer was overcharged by more than 5%, then Seller will pay the reasonable costs of Buyer's audit. (b) Detention Pond: 1.37% of the costs allocated to the Developer Tract for operation, maintenance and repair of the Detention Pond set forth in Section 4.2D of the OEA shall be allocated to the Property, which Buyer shall pay within 30 days after receipt of an invoice for same. (c) Common Areas: If Seller is unsuccessful in obtaining an amendment of Section 4.3 of the OEA as described in Rider Part A, and if Target Corporation or its successor maintains the Common Area of the Center as set forth in Section 4.3 of the OEA, then 7.78°/a of the Common Area Maintenance Costs (as defined in the OEA) shall be allocated to the Property, which Buyer shall pay within 30 days after receipt of an invoice for same. i. Successors. The rights and obligations under the ECR will run with the land and be binding upon the successors and assigns of Buyer and Seller. The ECR will provide a mechanism for determining who will succeed to Seller's interest as Developer if Seller no longer owns an interest in the Center. 2. Site Work. The parties have agreed that although Seller was to perform the following work (individually and collectively, "Site Work") at its sole cost, it would be more efficient for Buyer to perform the work as part of Buyer's initial construction on the Property and have Seller reimburse Buyer for the costs. The Site Work consists of the following: Gradin Compacting. Cause the Property to be in a condition that is rough graded and compacted as described on Exhibit"D". Utilities. Buyer will install the storm drainage lines,pipes and systems within the parking and landscaped areas of the Property and connecting to the stub locations at the boundary of the Property. Buyer will also bring all utilities from their stub locations on the boundary line of the Property to a location that is 12