R2002-192 AUTHORIZING DEVELOPMENT AGREEMENT

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Revitalizatian and all Revitalization agreements, and (2) all licenses and agreements of a similar nature shall be properly assigned to DHA upon payment to the Developer for the value of the work completed, which value shall include the cost of the work product (except as otherwise provided herein in Sections including without limitation 1.12 and 10.2). ARTICLE 10. DHA TERMINATION FOR CONVENIENCE. 10.1 Procedures for Termination for Convenience. Prior to the occurrence of the first Closing of a Component or,thereafter,with respect to all or some of those Components that have not yet closed, DHA may terminate this Agreement in whole, or in part, for convenience. Any such termination shall be effected by delivery to Developer of a notice of termination specifying the extent to which the performance of the work under this Agreement is terminated, and the date upon which such termination becomes effective. 10.2 DHA Responsible for Certain Costs.If the performance of the work is terminated, either in whole or in part, by DHA in cases other than Developer Event of Default, DHA shall be liable to Developer for: (a)undisputed,reasonable and proper costs resulting from such termination which costs shall be paid to Developer within sixty(60)days,except in such a situation under which DHA,after best efforts,is unable to obtain funding for payment from HLTD,ar other funding source, of receipt by DHA of a properly presented claim from Developer setting out in detail: (1)the total cost of all the third party costs of the work (including architects, engineers, attorneys and other professional fees) performed to date of termination less the total amount of payments made to the Developer; (2)the cost including reasonable profit of settling and paying claims under subcontracts and material orders for work performed and materials and supplies delivered to the site,payment for which has not been made by DHA to the Developer or by the Developer to the subcontractor or supplier; (3)the cost of preserving and protecting the work already performed until DHA or assignee takes possession thereof or assumes responsibility therefor; and (4) the actual or estimated cost of legal and accounting services reasonably necessary to prepare and present the termination claim to DHA;and(b)the total cost of all the Developer's costs of the work performed to date of termination, including but not limited to staff time, overhead, local and out-of town travel, travel-related expenses, and any other direct costs, and profit in an amount equal to 8%of Developer's costs. ARTICLE 11. REPRESENTATION AND WARRANTIES. 11.1 Developer Representations and Warranties. Developer represents and warrants to DHA and the City,jointly and severally, that: 11.1.1 Organization and Power. Developer is a corporation organized, validly existing and in good standing under the laws of the State of Illinois and Developer shall maintain such good standing during the term of this Agreement. Developer has the power and authority to own its assets and properties,to carry on its activities as now conducted by it,to execute,deliver and perform this Agreement. Decatur Housing Authority Near North Impact Area Development Agreement Page 39