RecDoc 2021-108252 1548 Maple Street

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Authorization. As stated in Development Agreement Section 3.3.C, "[i]n no event shall the status of negotiations with the County or the lack of the County Authorization be a basis to deny or delay the issuance or approval of a building permit, certificate of occupancy, or other Project Approval." Regardless of whether City succeeds in its efforts to timely obtain County Authorization, Developer shall be obligated, prior to the County Segment Outside Date, to produce construction and engineering drawings in forms acceptable to City such that construction of the Blomquist Work may be implemented at a later date. If City is able to obtain the County Authorization by the County Segment Outside Date then, to ensure that the construction of the Blomquist Work is coordinated and appropriately phased with the Project, Developer shall commence construction of the Blomquist Work on or before the later of (i) ninety (90) days following the date City notifies Developer that City has obtained the County Authorization, or (ii) issuance of the certificate of occupancy for the first residential unit, or such later date as mutually agreed to by the Parties in writing. Developer shall substantially complete the Blomquist Work within eighteen (18) months after commencement of construction. Notwithstanding anything to the contrary in this Section 3.5.A, in no event shall Developer be required to commence construction of the Blomquist Work if Developer, after best efforts, is unable to obtain all required permits and authorizations for such work from regulatory agencies including the U.S. Army Corps of Engineers (the "Non -County Authorizations"). The completion, acceptance, and release of securities for the Blomquist Work shall follow the same procedures as applicable to the Non-Blomquist Work and Non-Blomquist Improvements as set forth in Section 14 below. B. Subject to the credits and reimbursements described in the First Amendment, if by the County Segment Outside Date City is unable to obtain the County Authorization or Developer, despite its best efforts, is unable to obtain the Non -County Authorizations, then Developer, at its sole option, in lieu of constructing the Blomquist Work, may pay to City the County/Developer Segments In Lieu Payment (defined below) which represents the Parties' good faith estimate of the hard costs of constructing the Blomquist Improvements. Developer shall remain obligated to construct the Blomquist Work until the date that Developer makes the County/Developer Segments In Lieu Payment. The "County/Developer Segments In Lieu Payment" shall initially be in the amount of TWO MILLION ONE HUNDRED TWENTY-THREE THOUSAND SIX HUNDRED FOURTEEN DOLLARS ($2,123,614), provided such amount shall be increased on January 1, 2021, and on January 151 of each year thereafter based on increases in the Default Escalator over the prior one-year period. Upon payment of the County/Developer Segments In Lieu Payment and transfer of the Developer Work Product to City as provided in this Section 3.5.13 below, Developer shall have no further obligation to construct the Blomquist Work and City shall promptly release to Developer that portion of the performance and labor and materials bonds or other improvement security which Developer has provided to City to secure construction performance and payment of laborers and materialmen with respect to such Blomquist Work. Notwithstanding any other provision hereof to the contrary, the inability of City to obtain the County Authorization or Developer, despite its best efforts, to obtain the Non -County Authorization by the County Segment Outside Date or Developer's exercise of its option to pay the County/Developer Segments In Lieu Payment shall not release Developer from its obligations to (i) convey to City a public right-of-way easement with respect to the REV: 01-21-2021 PR ATTY/AGR.2021.01011548 Maple LLC (Page 5 of 29)