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ARTICLE 1. ENGAGEMENT; REQUIRED TERMS <br /> 1.1 Recitals, Defined Terms and Exhibits. The foregoing recitals as well as all exhibits <br /> attached to this Agreement are true and correct and are incorporated herein by reference as the <br /> agreements of the Parties. Exhibit B contains definitions for certain capitalized terms used herein; <br /> other capitalized terms are defined where they first appear in the text of this Agreement. <br /> 1.2 Contract Documents. The RFQ, the Proposal, the Revitalization Plan and this <br /> Agreement are collectively referred to herein as the"Contract Documents." To the extent that there <br /> is any ambiguity or conflict between or among any two or more of the Contract Documents, or <br /> internally within any one of the Contract Documents, this Agreement shall prevail. None of the <br /> Contract Documents shall be construed to supersede the terms of the HOPE VI Grant Agreement or <br /> applicable HUD requirements. To the extent that there is any ambiguity between the Contract <br /> Documents and either the HOPE VI Grant Agreement and/or applicable HUD requirements, the <br /> latter shall control over the former. <br /> 1.3 Engagement. Subject to the terms and conditions of the Contract Documents, DHA <br /> hereby appoints Developer as the developer for the Revitalization of the Phase I Site and Developer <br /> accepts appointment as developer for the Phase I Site Revitalization of the Phase I Site. <br /> 1.4 The Revitalization. DHA and the Developer are entering into this Agreement in order to <br /> effect the Revitalization of the Phase I Site("Revitalization")and contribute to the revitalization of <br /> the Impact Area. The Revitalization shall consist of the Components described in Exhibit C. DHA <br /> acknowledges that the City intends,as part of the Impact Area Development to develop community <br /> facilities and/or other components dedicated to recreational uses. The DHA and Developer's joint <br /> understandings as to the Revitalization and the Components thereof will be established in a <br /> Revitalization Plan to be drafted, approved and submitted to HUD by DHA. DHA will be <br /> responsible for obtaining any required approval of HUD for the proposed Revitalization Plan. In <br /> negotiating with HUD, DHA will consult with Developer and the City prior to changing any <br /> milestones significant to their respective roles in the Revitalization. The Revitalization Plan may <br /> subsequently be amended in consultation with the Developer and the City and,if required,with the <br /> approval of HUD. Subsequent to the joint uriderstanding of the Revitalization Plan, Developer <br /> and/or the City shall not be bound by any modifications or amendments to said Plan that have <br /> material or operational impact upon Developer and/or City,unless said modifications or amendments <br /> have been approved by the City and/or the Developer,as appropriate. Nothing in the Revitalization <br /> Plan shall pre-empt the City's right to amend the land use plan in order to optimize the amenities <br /> necessary to a quality development so long as the use is approved by HUD,DHA and the Developer. <br /> Any Component may, in the discretion of the Developer, and with the approval of DHA, be <br /> developed in one or more phases, provided, further, that one or more phases may be developed <br /> simultaneously. <br /> The Parties contemplate possible additional phases for the Impact Area, including a <br /> community center,park space,commercial space and additional residential units. Accordingly,the <br /> Parties may amend this Agreement to include terms regarding such additional phases, subject to <br /> HUD review and approval. <br /> Decatur Housing Authority Near North Impact Area Development Agreement <br /> Page 3 <br />