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4. Installation of Improvements. a) City intends to construct and install the Improvements as soon as possible within five years of the Effective Date. City may select and retain third -party professionals and consultants of its choosing to perform the work of the Improvements. Developer understands and agrees that the construction of the Improvements is, at City's discretion, subject to City's receipt of matching funds from the local, state, and/or federal government, or the receipt of sufficient funds from other property owners as determined by City, and the receipt of all necessary permits to proceed with the construction of the Improvements in the manner designated by City. b) Developer authorizes the City to pay or deduct from the Deposit all bills, invoices or demands for payment of the Developer's Fair Share of Improvement Costs. Within 30 days of completion of the installation of the Improvements, City shall deliver a final accounting of the construction expenses for the Improvements. In the event Developer's Fair Share of Improvement Costs is less than the Total Developer Payments, City shall refund Developer the difference between Developer's Fair Share of Improvement Costs and the Total Developer Payments, provided that City shall have no obligation to refund the amount of the Developer Credits. In the event City does not install the Improvements within five years of the Effective Date, City shall refund Developer the Deposit five years from the Effective Date. 5. Satisfaction of Condition 17(e). City hereby accepts the payment of the Deposit as satisfaction in full of Condition 17(e) and forever waives and expressly releases Developer from the requirement that the Improvements be completed prior to building permit finalization. 6. Waiver and Release. To the fullest extent provided by law, City and Developer do hereby release, waive and forever discharge one another, their predecessors and successors - in -interest, heirs, assigns, past, present, and future, elected and appointed officials, employees, staff, principals, agents, officers or directors, managers, attorneys, insurers and all other persons or entities in any manner related thereto or acting on their behalf, from any and all claims, demands, actions, proceedings and causes of action of any and every sort, whether known or unknown, arising out of or relating to the Agreement. The Parties further covenant not to sue one another for claims, damages or other relief arising from or in any manner connected with the Agreement, and promise and agree that they will not file, participate in, or instigate the filing of any claims and/or causes of action in any state or federal court or any proceedings before any local, state, or federal agency, against the other arising out of the Agreement. This waiver and release includes all claims whether at this time known or unknown, anticipated or unanticipated, direct or indirect, fixed or contingent. Developer and City expressly waive and relinquish any and all rights and benefits under Section 1542 of the Civil Code of the State of California with respect to this waiver and release. Section 1542 reads as follows: A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlements with the debtor. REV: 05-25-17 VR Page 3 of 6 ATTY/AGR.2017.121/PREMIA 550 OWNER, LLC - Agreement to Fund Required Improvements