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their obligations to employ their best efforts towards the successful realization of their respective
<br /> obligations.
<br /> 8.7.1 Changes in Circumstances. If a Predevelopment Contingency fails to occur
<br /> after reasonable efforts by Developer or DHA or the City, as applicable, to cause it to occur in a
<br /> manner generally consistent with the Revitalization Plan and this Agreement,the Parties will revise
<br /> this Agreement and the Revitalization Plan by extending deadlines,revising goals, or as otherwise
<br /> may be mutually agreed.
<br /> 8.7.2 Withdrawal by Developer for Infeasibility. If a Predevelopment
<br /> Contingency or a condition necessary for Developer's performance hereunder ("Condition
<br /> Precedent") fails to occur due to causes beyond the control of the Developer, Developer shall
<br /> promptly notify in writing DHA and the City after it has knowledge of such fact. If the Parties
<br /> cannot agree to amend the Revitalization Plan and/or this Agreement despite good faith efforts to do
<br /> so within 90 days after DHA and the City's receipt of such notice or cannot secure HUD approval of
<br /> any amendment so agreed to within an additional 60 days after the date of such agreement, then
<br /> Developer may terminate this Agreement by delivering written notice to DHA and the City. Upon
<br /> such occurrence,the Parties shall have no obligation to the others, except for those obligations that
<br /> survive termination by the terms of this Agreement and those legal or equitable remedies to which
<br /> they are entitled. Following such withdrawal, Developer shall assign and turn over all drawings,
<br /> studies, plans, specifications and other interim work products to DHA and DHA shall reimburse
<br /> Developer in a manner that is consistent with procedures set out in Section 9.2 hereof.
<br /> 8.8 Non-Recourse. No officer,director,employee,agent or Contractor of Developer,or
<br /> of the members of Developer or their principals,or of any Owner Entity shall be personally liable to
<br /> DHA, or any successor in interest or person claiming by,through or under DHA in the event of any
<br /> default or breach,or for or on account of any amount which may be or become due,or in any claim,
<br /> cause or obligation whatsoever under the terms of this Agreement, it being understood and agreed
<br /> that DHA shall look solely to the assets of the Developer. Nothing herein shall be deemed to relieve
<br /> any party from acts of fraud, embezzlement, or misappropriation of funds.
<br /> In addition to the foregoing,no officer,director,or employee,agent or Contractor of
<br /> the City, or members of the Board of Commissioners or the City Council shall be personally liable
<br /> for the obligations, representations and liabilities of the City under this Agreement, nor shall any
<br /> successor in interest or entity or person claiming by, through or under the City or the foregoing
<br /> entities or individuals,in the event of any default,or for or on account of any amount which may be
<br /> due hereunder,without the payment thereof, or in any claim,cause or obligation whatsoever under
<br /> the terms of this Agreement,it being understood and agreed that DHA and the Developer shall look
<br /> solely to the City, and the Developer and DHA mutually agree that the City's default, breaches or
<br /> liabilities under this Agreement shall only entitle DHA and the Developer to bring an action in
<br /> equity for specific performance of the City's obligations. In connection with the foregoing, DHA
<br /> and the Developer hereby waive, in regard to the City, any and all rights to which they may
<br /> otherwise have been entitled, at law or in equity, other than the right in equity for specific
<br /> performance.
<br /> Decatur Housing Authority Near North Impact Area Development Agreement
<br /> Page 37
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