5A2 Notice to Commence Agreement (Madison Lifestyle, Great Lakes Capitol) - Fully Executed

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Docusign Envelope ID: 445E3BC9-B4DF-85DA-80E4-E5228A18F7BD (c) Final Plans. The Parties acknowledge and agree that, for purposes of Section 3.1(b) of the Development Agreement, the Commission and the Reviewer have approved the proposed drawings and plans submitted as of the Effective Date. Such acknowledgement and approval shall not constitute approval of any future proposed drawings, plans, revisions, modifications, or supplements, all of which shall remain subject to review and approval in accordance with the Development Agreement, and nothing herein shall be deemed to waive or modify any such approval nights. -All obligations under Sections 3.1(b), 3.2(f), 4.8, and 4.11 of the Development Agreement shall remain binding and unchanged. (d) Required Permits, Platting and Entitlements. The Parties agree to continue to cooperate in good faith and work together to finalize and seek approval for (i) the replat of the Phase 1 project site into separate lots for the garage, multi -family and hotel components of Phase 1, and (ii) any required zoning and related entitlements, building permits and related governmental approvals for the Phase 1 Project in the ordinary course and in a manner consistent with the continued advancement of the Project. No construction activity requiring issuance of final permits shall occur prior to receipt thereof. (e) Tax Incentives. In lieu of tax abatement support contemplated under Section 3.2(h) of the Development Agreement, the Commission acknowledges and agrees that it is providing support for the Phase 1 Project as set forth herein and in Section 5 below to satisfy its obligations under the Confirmation Agreement for the Phase 1 Project consistent with the return on cost framework set forth therein. (f) Local Public Improvements. The Parties acknowledge that certain agreements relating to long-term occupancy, access, parking, and structural support remain in process. The Parties agree to cooperate in good faith to finalize during the replat process (referenced in (d) above), the following: (i) a Ground Lease to the Commission for its construction and location of the Parking Garage; (ii) a perpetual Structure Easement granting the Developer the right to use structural components of the Parking Garage for construction of the Phase 1 Project; and (iii) a Parking License, under which the Commission retains sole responsibility for all costs of maintaining and operating the Parking Garage and which shall identify the parking spaces required to support Project operations beyond those reserved by the Commission for Beacon and for use by the public, during its initial twenty-five (25) year term, together with any charges (if applicable) as part of supporting the Project consistent with Section 3(d) of the Confirmation Agreement. Each of the agreements described above shall be in a final form reasonably acceptable to the Commission, in its discretion. The Parties agree to continue working cooperatively and in good faith to complete and execute such agreements in due course. Notwithstanding the foregoing, the absence of finalized forms of such agreements shall not prohibit or delay currently contemplated Phase 1 construction and related activities. (g) 012tion to Purchase. The Parties agree to cooperate in good faith to terminate the Option to Purchase Agreement attached to the Development Agreement (and any memorandum thereof) and, contemporaneously therewith, replace the same with a Restated Option Agreement; and the President and Secretary of the Commission are hereby authorized, without further action of the Commission, to execute and deliver such NOTICE TO COMMENCE AGREEMENT PAGE 3