No. 2246 approving a form of dev agreement with JF+A Properties,LTD/CII&P, County Mayo/SB LLC and related matters

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days of the receipt of a complete and fully executed original of this Agreement, so that the Easement Amendment With License appears in the chain of title of any and all subsequent owners of any and all property encumbered by each of the Pipeline Easements, specifically, Easement No. 1, Easement No. 2 and Easement No. 3. The SBRA shall provide a minimum of four (4) copies of the recorded original Easement Amendment With License fully executed by the SBRA to MPL within three (3) business days of the SBRA's receipt of the recorded original Easement Amendment With License's recording. 2. DEVELOPMENT AGREEMENT. In consideration of the foregoing and following mutual promises and representations, the SBRA and MPL agree to execute the Development Agreement attached as Exhibit E. The SBRA shall further obtain the authorized signature of each Developer acknowledging its review of and agreement to be bound by the Development Agreement. Said Development Agreement shall be executed by MPL within fifteen (15) business days of its receipt of proof of the successful recording of the Easement Amendment With License together with a written warranty from the SBRC covenanting that it remained the owner of the Site and all portions thereof from the date the Easement Amendment With License was executed until after its recording, and that it did not transfer, sell, assign or otherwise divest itself of its ownership interest in any land, or any portion thereof, encumbered by any of the Pipeline Easements as amended before the Easement Amendment With License was recorded. The SBRA shall record the Development Agreement within thirty (30) days of its execution and shall provide a minimum of four (4) copies of the recorded original Development I* Agreement fully executed by the SBRA to MPL within ten (10) days of the Development Agreement's recording. The SBRA shall not sell, assign, transfer or otherwise divest itself of its fee simple interest in and title to Lot 3A and the portion of Lot 7 impacted by the Development Agreement until the Development Agreement is successfully recorded so that the Development Agreement appears in the chain of title of any and all subsequent owners of any and all property impacted by the Development Agreement. 3. RELEASE. Effective with the successful recording of the Easement Amendment With License and the Development Agreement attached hereto as Exhibits D and E, respectively, as set forth in numbered paragraphs 1 and 2 above, and not before, MPL and the SBRA mutually release each other and no other person or entity from any Claim relating to or arising from any act or omission of the other involving the Lot lA Dispute from the time the pipeline was laid to the date of this Agreement to the extent such a dispute exists. "Claim" includes without limit any claim, liability, loss, damage, cost or expense and includes without limit such for personal injury or death, property damage, environmental damage, remediation, lost business and /or profit and lost use. Nothing in this Agreement shall be construed to release any claim or right against any owner, occupant or invitee of Lot IA or any damage to the pipeline that may have been caused by the construction of the Asphalt Drive over the pipeline on Lot 1 B and Lot 1 C. 4 WARRANTY. The SBRA covenants that: (i) the SBRA owns the Site in fee simple absolute and has right, title and power to grant the rights granted herein; (ii) MPL shall quietly enjoy its Pipeline Easements as amended by the Easement Amendment With License; and (iii) the SBRA shall execute any further necessary assurance of title and documents required to effect recording of the Easement Amendment With License and Development Agreement, respectively. Any individual signing this Agreement in a representative capacity further Page 3 of 6