R2005-49 AUTHORIZING DEVELOPMENT AGREEMENT Near North

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fmancing (including debt and equity in accordance with Section 2.13), development and construction of the Revitalization as set forth herein. The Developer guarantees to the City and DHA,jointly and severally,completion of all development,financing and construction activities set forth herein, subject to terms, conditions and contingencies as described in this Agreement. The Parties understand and agree that the planning companies engaged by the City, Goody, Clancy& Associates ("Goody Clancy") and Massie, Massie and Associates, Inc. ("Massie and Massie"), were responsible for the preliminary planning and design of the Impact Area,and the City provided Three Hundred Thousand Dollars($300,000)for such planning. Massie and Massie will provide additional planning for Phase II and Phase III to be paid for by the Developer as a cost under the Revitalization Budget. Revitalization Components are as set forth in Exhibit C. The Developer shall provide for, among other things,the following services and discharge the following duties and obligations with respect to the Revitalization: 2.1.1 Performance Milestones. Attached hereto as E�ibit F is a schedule of Performance Milestones, Revitalization Schedule, and Milestone Deadlines with respect to the Revitalization,which DHA shall submit to HUD for approval. The Developer hereby represents to the City and DHA,jointly and severally,that it has the ability to meet the Milestone Deadlines,and that such representation is a substantial inducement for DHA and the City to enter into this Agreement. The DHA and the City will work in good faith to support the Developer's efforts to satisfy the Performance Milestones and Milestone Deadlines. The Developer shall complete each Performance Milestone by the applicable Milestone Deadline. Milestone Deadlines and Performance Milestones shall be adjusted as provided for in Section 8.2 and otherwise by agreement of the Parties. Developer's failure to meet a Milestone Deadline, shall be a default hereunder unless the Developer is using best efforts to achieve the applicable Milestone by its Milestone Deadline,has advised DHA and the City of any delays in meeting such Performance Milestone, and the reasons therefor, and the Parties have entered into good faith negotiations to amend such Performance Milestone and DHA and the City subsequently agree to such revised Performance Milestone. Upon the achievement of any Performance Milestone and promptly after receiving a request from the Developer in connection with any applications to IHDA with respect to an allocation for Low Income Housing Ta1c Credits,or on other occasions when in the determination of Developer an estoppel certificate may be necessary to further applications necessary to the Revitalization,DHA shall issue an estoppel certificate(each,an"Estoppel CerHficate")with respect to such Performance Milestone. Such Estoppel Certificate shall constitute DHA's confirmation that Developer is not in default under this Agreement and has achieved the applicable Performance Milestone and the DHA does not have any objection to Developer's Low Income Housing Tax Credit Application or other such application in connection with the Revitalization. 2.1.2 Revitalization Budget. Attached hereto as Exhibit G is the proposed Revitalization Budget. The parties shall cooperate to finalize such Revitalization Budget, and the approval of the City and DHA is required to approve the fmal Revitalization Budget. No changes shall be made to the proposed or the final Revitalization Budget without the consent of both DHA and the City. If City fails to approve the Revitalization Budget before its due date to HUD, DHA may submit the most current draft to HUD but shall include the City's comments in such submittal. 9 INDY 1566592v.2