Resolution No. 3675 & Development Agreement (Beacon Heights) - Signed

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3 (c)Captions used for or in Sections, Articles, and Exhibits of this Agreement are for convenience of reference only and shall not affect the construction of this Agreement. (d)The terms “include,” “including,” and “such as” shall each be construed as if followed by the phrase “without being limited to.” 2.2 Recitals. The Recitals set forth above are incorporated into and are a part of this Agreement for all purposes. SECTION 3. DEVELOPER’S OBLIGATIONS. 3.1 Generally. The Parties acknowledge and agree that the Commission’s agreements to perform and abide by the covenants and obligations set forth in this Agreement are material consideration for the Developer’s commitment to perform and abide by the covenants and obligations of the Developer contained in this Agreement. The Parties further acknowledge and agree that the Developer’s obligations under this Agreement are hereby conditioned upon the execution and closing of the Loan Agreement. In the event that subsequent negotiations by the Parties do not result in an executed Loan Agreement by December 31, 2026, this Agreement shall become null and void. 3.2 The Project. (a) The Developer will perform or shall cause to be performed all necessary work to complete the improvements set forth in the Project Plan attached hereto as Exhibit B and the plans and specifications approved by the City Planner, or his designee, pursuant to Section 3.5 (“Plans and Specifications for Project”) of this Agreement, which improvements shall comply in all material respects with all applicable zoning and land use laws and ordinances. (b)The Developer will expend the Private Investment to complete the Project in accordance with the Project Plan attached hereto as Exhibit B and the Plans and Specifications for Project of this Agreement. 3.3 Timeframe for Completion. Subject to the Unavoidable Delay provisions of Section 7.12 of the Loan Agreement and the Force Majeure provisions of Section 6.2 of this Agreement, the Developer hereby agrees to complete the Project as set forth in the Project Plan attached hereto as Exhibit B and any other obligations the Developer may have under this Agreement by December 31, 2029, or otherwise agreed between the Developer and the Commission, as may be modified due to unforeseen circumstances and delays (the “Mandatory Project Completion Date”). Notwithstanding Section 6.1 of this Agreement to the contrary, the Developer’s failure to complete the Project substantially in accordance with the terms hereof, expend the Private Investment as needed to complete the Project, or substantially fulfill any other material obligations the Developer may have under this Agreement by the Mandatory Project Completion Date will constitute a default under this Agreement without any requirement of notice of or an opportunity to cure such failure.