Columbia Heights ERA Page 3

to the DEVELOPER a Land Disposition Agreement containing the terms set forth herein and as further negotiated by the AGENCY and the DEVELOPER; and

WHEREAS, the AGENCY and the DEVELOPER wish to establish in this AGREEMENT a schedule for the expeditious redevelopment of the Property and to provide for the expiration of the AGREEMENT if such schedule is not fulfilled as a result of the actions or in-actions of the DEVELOPER; and

WHEREAS, the AGENCY and DEVELOPER desire to set forth their mutual rights and obligations under this AGREEMENT.

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and other good and valuable consideration in hand paid, the receipt and sufficiency of which are hereby acknowledged by the respective parties, on 19 the AGENCY and DEVELOPER do hereby agree as follows, to wit:

1. GOOD FAITH DEPOSIT

The DEVELOPER shall file with the AGENCY, within ten (10) working days after receipt by DEVELOPER of a fully executed AGREEMENT, a Good Faith Deposit ("Deposit") in the total amount of Twenty Five Thousand Dollars ($25,000.00), including the Ten Thousand Dollars ($10,000.00) already posted, to ensure that the DEVELOPER proceeds in good faith to prepare a Development Plan during the exclusive right period covered by this AGREEMENT. This deposit shall be in a form acceptable to the AGENCY and may be in the form of certified check, certificate of deposit made payable to the AGENCY, and negotiable securities, bonds or other similar obligations of the United States, or any combination thereof Any interest earned on the Deposit, through the date of termination of this AGREEMENT or return of the Deposit, shall be the property of the AGENCY, unless termination occurs as the result of actions of the AGENCY or the District of Columbia. It is expressly understood and agreed that the AGENCY may, but is not obligated to invest the Deposit in an interest bearing account.

a. The Deposit will be forfeited as liquidated damages which liquidated damages shall be the AGENCY'S sole remedy pursuant to this AGREEMENT, if the DEVELOPER, without good cause, fails or refuses to proceed diligently and in good faith during the period covered by this AGREEMENT, whereupon the parties shall be released from all liability or obligations under this AGREEMENT.

b. If the DEVELOPER proceeds diligently and in good faith, in accordance with the terms of this AGREEMENT, but the Development Plan is rejected by the AGENCY, or any necessary zoning changes/approvals, alley closings, administrative, and other approvals, including financing, or the failure of the AGENCY to acquire the parcel adjacent to the Property, or urban renewal plan modifications have not been obtained as provided in Section 7 herein, the principal amount of the Deposit shall be refunded, with the Agency retaining any interest earned thereon, whereupon, at the election of the DEVELOPER, the parties shall be released from all liability or obligations under this AGREEMENT.