Common use of Performance of the Work Clause in Contracts

Performance of the Work. 5.1 Developer shall commence the Work immediately following the satisfaction (or waiver in writing by all of the parties hereto) of the following conditions: (a) approval of the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration of any and all appeal periods with respect thereto without the filing of any appeals, including, without limitation, issuance by the City of a building permit authorizing the construction of the Work, (b) the Developer has provided proof of Developer Equity, which Developer Equity is sufficient to fund the costs of the Work remaining to be funded under the Development Budget less the amount of the Construction Loan (c) the CRA and Developer have closed on the Construction Loan, (d) the Development Plan has been approved by the CRA (provided Developer has submitted such to the CRA as required by this Agreement), (e) a written amendment to this Agreement setting forth the Substantial Completion Date has been executed and delivered by the parties, (f) the Construction Contract consistent with the requirements of this Agreement and the Development Plan has been fully executed and (g) the Bonds are in place, and (h) the completion guarantee has been delivered to the CRA. In any case, the Work shall not commence unless and until a Notice to Proceed has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development Approvals. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs and the parties shall be relieved of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of the Project is achieved no later than the applicable Substantial Completion Date, subject to extension as provided in this Agreement. 5.2 Prior to commencement of the Work or any portion thereof (including any demolition or site work), Developer shall cause its General Contractor to obtain and deliver to the CRA, and at all times during the performance of the Work require and obtain performance bonds and labor and material payment bonds reasonably acceptable to the CRA (collectively referred to herein as the “Bonds”) for the Project, which Bonds shall be dual obligee bonds in favor of Developer and the CRA. The Bonds shall in all respects conform to the requirements of the laws of the State of Florida and shall (a) name the Developer and CRA as obligees: and (b) be in a form and substance reasonably satisfactory to the CRA and its legal counsel. The surety(ies) providing the Bonds must be licensed, duly authorized, and admitted to do business in the State of Florida and must be listed in the Federal Register (Dept. of Treasury, Circular 570). The cost of the premiums for the Bonds shall be included in the Development Budget. Within ten (10) days of issuance, Developer shall record the Bonds in the Public Records of Broward County, which may be recorded by attaching the same to the notice of commencement. 5.3 Except as may be otherwise expressly set forth in this Agreement, Developer shall be responsible for all costs and expenses for the design, engineering, permitting, construction, administration, and inspection of the Work including, but not limited to, the following: (a) all labor and materials for the construction of the Work; (b) all compensation for the design professionals and engineers (and any other consultants) in connection with the preparation of the site plan, Construction Documents, and other documents; (c) all permit, license, connection and impact fees and other fees of Governmental Authorities which are legally required at any time during the Developer’s performance of the Work; (d) all costs associated with the installation, connection, removal, replacement, relocation and protection of all utilities and all related infrastructure including but not limited to water, sewer, stormwater drainage, telephone, cable, or electric, (e) all sales, consumer, use and other similar taxes for the Work, which are legally required at any time during the Developer’s performance of the Work; and (f) all royalties and license fees that are legally required at any time during the Developer’s performance of the Work. The parties acknowledge and agree that such costs and expenses are to be included in the Pre-Development Budget and/or Development Budget. The Developer shall defend all suits or claims for infringement of any patent rights related to the Work to be performed by Developer hereunder and shall hold CRA harmless from any loss, liability or expense on account thereof, including reasonable attorneys’ fees (at both the trial and appellate levels) unless any claim results from an act of the CRA or arises in connection with the CRA performing its obligations hereunder. CRA represents to the Developer that there is adequate water and sewer capacity available to the Property for the Project and that water, sewer and electric connections are available at the Property boundaries. 5.4 The Developer agrees that the Work performed under this Agreement shall be performed in accordance with Applicable Laws including the Florida Building Code. 5.5 The Developer agrees and represents that the direct contracts entered into by General Contractor shall require that (i) the Major Subcontractors, subcontractors, design professionals, engineers and consultants possess the licenses required by Applicable Laws to cause to be performed the Work, and (ii) the Work shall be executed in a good and workmanlike manner, free from defects, and that all materials shall be new (not used or reconditioned), except as otherwise expressly provided for in the Construction Documents.

Performance of the Work. 5.1 Developer shall (a) Owner previously commissioned Contractor through the LNTP to commence the Work immediately following the satisfaction (or waiver in writing by all order to timely reach System Substantial Completion. As of the parties Execution Date, Contractor has completed the work set forth on Exhibit R. Contractor shall complete the remaining work in the LNTP in accordance with the terms of this Agreement. (b) Owner retains Contractor, and Contractor agrees to be retained by Owner, to duly and properly perform and complete the Work, including the Work commenced under the LNTP, in accordance with this Agreement (including all Schedules and Exhibits hereto) of and in accordance with the following conditions: (acollectively, the “Standards”): (i) a design basis for the Units and for the Docking Station that assumes a ten (10) year life from System Substantial Completion and complies with the requirements set forth in Exhibit A; (ii) the plans and specifications set forth on Exhibits A and J (the “Specifications”); (iii) Applicable Laws; (iv) the codes and standards provided in this Agreement, including those listed in Section 3(a) of Exhibit A; (v) approval as to form, use and content by public entities authorized under Applicable Law to administer or enforce any building or construction code or standard and whose approval of the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration of any and all appeal periods with respect thereto without the filing of any appeals, including, without limitation, issuance by the City of a building permit authorizing the construction final design of the Work, or any portion thereof, is necessary for the construction, operation or maintenance of the Project in accordance with Applicable Laws in effect on the date of this Agreement, (bvi) Prudent Industry Practices and (vii) the Developer has provided proof of Developer EquitySchedule. Contractor further covenants and agrees that, which Developer Equity is sufficient to fund the costs of the Work remaining to be funded under the Development Budget less the amount of the Construction Loan (c) the CRA and Developer have closed on the Construction Loan, (d) the Development Plan has been approved by the CRA (provided Developer has submitted such subject to the CRA as required by terms and conditions of this Agreement), (e) a written amendment it shall provide and pay for, subject to this Agreement setting forth the Substantial Completion Date has been executed and delivered by the parties, (f) the Construction Contract consistent with the requirements terms of Section 33 of this Agreement (Contract Price), all items or services necessary for the proper execution and the Development Plan has been fully executed and (g) the Bonds are in place, and (h) the completion guarantee has been delivered to the CRA. In any case, the Work shall not commence unless and until a Notice to Proceed has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development Approvals. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs and the parties shall be relieved of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of the Project is achieved no later than the applicable Substantial Completion Datewhether temporary or permanent, subject to extension as provided in this Agreement. 5.2 Prior to commencement of the Work or any portion thereof (including any demolition or site work), Developer shall cause its General Contractor to obtain and deliver to the CRA, and at all times during the performance of the Work require and obtain performance bonds and labor and material payment bonds reasonably acceptable to the CRA (collectively referred to herein as the “Bonds”) for the Project, which Bonds shall be dual obligee bonds in favor of Developer and the CRA. The Bonds shall in all respects conform to the requirements of the laws of the State of Florida and shall (a) name the Developer and CRA as obligees: and (b) be in a form and substance reasonably satisfactory to the CRA and its legal counsel. The surety(ies) providing the Bonds must be licensed, duly authorized, and admitted to do business in the State of Florida and must be listed in the Federal Register (Dept. of Treasury, Circular 570). The cost of the premiums for the Bonds shall be included in the Development Budget. Within ten (10) days of issuance, Developer shall record the Bonds in the Public Records of Broward County, which may be recorded by attaching the same to the notice of commencement. 5.3 Except as may be otherwise expressly set forth in this Agreement, Developer shall be responsible for all costs and expenses for the design, engineering, permitting, construction, administration, and inspection of the Work including, but not limited to, all designing, engineering, procuring, assembling, constructing, installing, interconnecting, commissioning starting up and testing services, all administration, supervision, management, training and coordination services, all labor, materials, office trailers, equipment, supplies, insurance, bonds, Permits (subject to the following: (a) all labor limitations and materials for the construction of the Work; (b) all compensation for the design professionals obligations set forth in Section 3(i)), tests, inspections, tools, machinery, water, heat, utilities and engineers (and any other consultants) in connection with the preparation of the site plan, Construction Documentstransportation, and all other documents; (c) all permititems, license, connection facilities and impact fees and other fees of Governmental Authorities which are legally required at any time during the Developer’s performance of the Work; (d) all costs associated with the installation, connection, removal, replacement, relocation and protection of all utilities and all related infrastructure including but not limited services necessary to water, sewer, stormwater drainage, telephone, cable, or electric, (e) all sales, consumer, use and other similar taxes for the Work, which are legally required at any time during the Developer’s performance of the Work; and (f) all royalties and license fees that are legally required at any time during the Developer’s performance of complete the Work. The parties acknowledge Contractor represents and agree warrants to Owner that such costs all services provided by Contractor under this Agreement, and expenses are to be included in the Pre-Development Budget and/or Development Budget. The Developer shall defend all suits or claims for infringement of any patent rights related to the Work to provided by Contractor under this Agreement, will be performed by Developer hereunder and shall hold CRA harmless from any loss, liability or expense on account thereof, including reasonable attorneys’ fees (at both the trial and appellate levels) unless any claim results from an act of the CRA or arises in connection with the CRA performing its obligations hereunder. CRA represents to the Developer that there is adequate water and sewer capacity available to the Property for the Project and that water, sewer and electric connections are available at the Property boundaries. 5.4 The Developer agrees that the Work performed under this Agreement shall be performed in accordance with Applicable Laws including the Florida Building Code. 5.5 The Developer agrees and represents that the direct contracts entered into by General Contractor shall require that (i) the Major Subcontractors, subcontractors, design professionals, engineers and consultants possess the licenses required by Applicable Laws to cause to be performed the Work, and (ii) the Work shall be executed in a good and workmanlike manner. (c) Contractor has included within the Contract Price the cost to complete the entire Work such that it (i) will meet the Standards and (ii) will be accomplished in accordance with the Schedule except to the extent the Schedule is adjusted because of a Change Order, free a Contractor Force Majeure or other reason permitted by this Agreement. (d) Contractor represents and warrants to Owner: (i) that it has carefully and thoroughly reviewed, analyzed, compared and familiarized itself with the Specifications, (ii) that it is satisfied that the Specifications are in accordance with generally accepted engineering standards and Prudent Industry Practices, and (iii) that the Specifications contain all information, data, measurements, instructions, direction and guidance (or such information, data, measurements, instructions, direction and guidance are reasonably inferable from defectsthe Specifications) as is necessary, when used in conjunction with the Manufacturers’ Requirements, for Contractor to prepare the Design Documents and to complete the Work in accordance with the terms and provisions of this Agreement, and for the Contract Price and by the dates set forth in the Schedule. In the event Contractor discovers an error, omission, mistake, discrepancy or defect in the Specifications, Contractor shall promptly report the same to Owner and shall propose a resolution thereof for Owner’s review and approval. Owner acknowledges that it has seen the Specifications as of the Execution Date and has not objected to them. (e) Contractor represents that it is knowledgeable about the NRG Site, and that it has investigated and satisfied itself as to the general and local conditions which can affect the NRG Site and the performance of the Work. (f) Contractor will not incorporate any used or reconditioned parts into the Work without the express prior written consent of Owner. If permitted to be used by Owner, Contractor shall note used or reconditioned items in any and all bills of materials provided to Owner. (g) Contractor covenants and agrees that all individuals and entities who will perform or be in charge of professional architectural, design and engineering services will have experience with the type of Work being undertaken and will be duly licensed to practice under the laws of the State of New York. Similarly, all construction services shall be new (not used or reconditioned)undertaken and performed by qualified construction contractors, except as otherwise expressly provided for vendors and suppliers licensed in the Construction DocumentsState of New York. (h) Contractor shall provide reasonable assistance to Owner in connection with any communications with or submittals to Governmental Authorities that Owner is required to, or deems desirable to, make concerning the Work. (i) Contractor shall be responsible for identifying, obtaining, paying for, complying with and maintaining any and all Permits, registrations, licenses, certifications, authorizations, inspections, approvals and any other consents required to be maintained by any Applicable Law for carrying out the Work as well as complying with the Interconnection Agreement; provided however, with respect to obtaining Owner Permits, Contractor shall only be required to support Owner in Owner’s obtaining of Owner Permits but shall still be required to identify, pay for and maintain the same. Prior to Final Completion, Contractor shall be solely responsible for any fines, penalties or other charges which result from Contractor’s failure to obtain the Contractor Permits and, with respect to the LONO and, if and when issued, the Operational Permit, for its compliance with such Permits while the Units are at the NRG Site. Owner agrees that it either has obtained or will obtain the permits and licenses, if any, designated as Owner Permits. Owner shall comply while the Units are deployed with the LONO and, if applicable, the Operational Permit, and shall comply with the other Owner Permits. Owner shall be solely responsible for any fines, penalties or other charges which result from Owner’s failure to obtain the Owner Permits and for Owner’s failure to comply as stated above with the LONO and the Operational Permit, if any, with respect to the Units. (j) During the application process for any Permit, Contractor and Owner shall submit to the other for its review and comment the application and other documentation to be submitted to any Governmental Authority with respect to such Permit. (k) Contractor shall comply with the provisions contained in Appendix D (FARS) and Appendix E (Cybersecurity and Information Security Matters) in the performance of its obligations hereunder, each of which is incorporated into, and made part of this Agreement as if fully set forth herein.

Performance of the Work. 5.1 Developer shall commence the Work for each of the Townhouse Component and the Mixed Use Component immediately following the satisfaction (or waiver in writing by all of the parties hereto) of the following conditions: (a) approval of the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration of any and all appeal periods with respect thereto without the filing of any appeals, including, without limitation, issuance by the City of a building permit authorizing the construction of the WorkWork for the Townhouse Component or the Mixed Use Component, as applicable (b) the Developer has provided proof of Developer EquityEquity and Developer Financing, both in a form and substance acceptable the CRA, and closed on each Construction Loan, each of which Developer Equity Construction Loan is sufficient to fund the costs of the Work remaining to be funded under the Development Budget less the amount of the Construction Loan Budget, (c) the CRA and Developer have closed on the Construction Loan, (d) the Development Plan has been approved by the CRA (provided Developer has submitted such to the CRA as required by this Agreement), (ed) a written amendment to this Agreement setting forth the GMP for the Townhouse Component and the Substantial Completion Date Dates for each of the Townhouse Component and Mixed Use Component has been executed and delivered by the parties, (fe) the Construction Contract consistent with the requirements of this Agreement and the Development Plan has been fully executed and (gf) the Bonds are Bond is in place, and (h) the completion guarantee has been delivered to the CRA. In any either case, neither the Work for the Townhouse Component nor the Mixed Use Component shall not commence unless and until a Notice to Proceed for each has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development ApprovalsApprovals for the Townhouse Component or Mixed Use Component, as applicable. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs and the CRA shall return to the Developer the bid bond paid by Developer in connection with the RFP in the amount of Twenty Thousand and 00/100 Dollars ($20,000.00) and the parties shall be relieved of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of each of the Project Townhouse Component and the Mixed Use Component is achieved no later than the applicable Substantial Completion Date, subject to extension as provided in this Agreement. 5.2 Prior to commencement of the Work or any portion thereof (including any demolition or site work), Developer shall cause its General Contractor to obtain and deliver to the CRA, and at all times during the performance of the Work require and obtain performance bonds and labor and material payment bonds reasonably acceptable to the CRA (collectively referred to herein as the “Bonds”) for each of the ProjectTownhouse Component and the Mixed Use Component, which Bonds shall be dual obligee bonds in favor of Developer and the CRA. The Bonds shall in all respects conform to the requirements of the laws of the State of Florida and shall (a) name the Developer and CRA as obligees: and (b) be in a form and substance reasonably satisfactory to the CRA and its legal counsel. The surety(ies) providing the Bonds must be licensed, duly authorized, and admitted to do business in the State of Florida and must be listed in the Federal Register (Dept. of Treasury, Circular 570). The cost of the premiums for the Bonds shall be included in the Development Budget. Within ten (10) days of issuance, Developer shall record the Bonds in the Public Records of Broward County, which may be recorded by attaching the same to the notice of commencement. 5.3 Except as may be otherwise expressly set forth in this AgreementAgreement and specifically excluding the CRA Project Expenses and all costs and expenses incurred by the CRA to administer this Agreement or otherwise perform its obligations hereunder, Developer shall be responsible for all costs and expenses for the design, engineering, permitting, construction, administration, and inspection of the Work including, but not limited to, the following: (a) all labor and materials for the construction of the Work; (b) all compensation for the design professionals and engineers (and any other consultants) in connection with the preparation of the site plan, Construction Documents, and other documents; (c) all permit, license, connection and impact fees and other fees of Governmental Authorities which are legally required at any time during the Developer’s performance of the Work; (d) all costs associated with the installation, connection, removal, replacement, relocation and protection of all utilities and all related infrastructure including but not limited to water, sewer, stormwater drainage, telephone, cable, or electric, (e) all sales, consumer, use and other similar taxes for the Work, which are legally required at any time during the Developer’s performance of the Work; and (f) all royalties and license fees that are legally required at any time during the Developer’s performance of the Work. The parties acknowledge and agree that such costs and expenses are to be included in the Pre-Development Budget and/or Development Budget. The Developer shall defend all suits or claims for infringement of any patent rights related to the Work to be performed by Developer hereunder and shall hold CRA harmless from any loss, liability or expense on account thereof, including reasonable attorneys’ fees (at both the trial and appellate levels) unless any claim results from an act of the CRA or arises in connection with the CRA performing its obligations hereunder. CRA represents to the Developer that there is adequate water and sewer capacity available to the Property for the Project and that water, sewer and electric connections are available at the Property boundaries. 5.4 The Developer agrees that the Work performed under this Agreement shall be performed in accordance with Applicable Laws including the Florida Building Code. 5.5 The Developer agrees and represents that the direct contracts entered into by General Contractor shall require that (i) the Major Subcontractors, subcontractors, design professionals, engineers and consultants possess the licenses required by Applicable Laws to cause to be performed the Work, and (ii) the Work shall be executed in a good and workmanlike manner, free from defects, and that all materials shall be new (not used or reconditioned), except as otherwise expressly provided for in the Construction Documents. 5.6 Within one hundred twenty (120) days after the Final Completion of the Project, Developer shall provide the CRA with a complete set of “as built” plans and specifications, including mylar reproducible “record” drawings, and one set of machine readable disks containing electronic data in a format of the “as-constructed” or “record” plans for the Project. 5.7 With respect to the Townhouse Component only, in addition to any extended warranties required by the CRA in the Construction Contract (e.g., roof, impact resistant windows and doors, HVAC compressors and air handlers), as well as any extended manufacturers warranties, Developer shall cause the General Contractor to warrant the Work for a period of one (1) year from the date of Final Completion. Subject to the foregoing warranty, all maintenance and repair obligations with respect to the Work shall be the responsibility of the homeowner’s association, which shall maintain and repair the Project and related sidewalks and landscaping at the homeowner’s association’s cost and expense.

Performance of the Work. 5.1 Developer shall commence the Work immediately following the satisfaction (or waiver in writing by all of the parties hereto) of the following conditions: (a) approval of the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration of any and all appeal periods with respect thereto without the filing of any appeals, including, without limitation, issuance by the City of a building permit authorizing the construction of the Work, (b) the Developer has provided proof of Developer Equity, which Developer Equity is sufficient to fund the costs of the Work remaining to be funded under the Development Budget less the amount of the Construction Loan (c) the CRA and Developer have has closed on the Construction Loan, (d) the Development Plan has been approved by the CRA (provided Developer has submitted such to the CRA as required by this Agreement), (e) a written amendment to this Agreement setting forth the Substantial Completion Date has been executed and delivered by the parties, (f) the Construction Contract consistent with the requirements of this Agreement and the Development Plan has been fully executed and (g) the Bonds are in place, and (h) the completion guarantee has been delivered to the CRA. In any case, the Work shall not commence unless and until a Notice to Proceed has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development Approvals. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs and the parties shall be relieved of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of the Project is achieved no later than the applicable Substantial Completion Date, subject to extension as provided in this Agreement. 5.2 Prior to commencement of the Work or any portion thereof (including any demolition or site work), Developer shall cause its General Contractor to obtain and deliver to the CRA, and at all times during the performance of the Work require and obtain performance bonds and labor and material payment bonds reasonably acceptable to the CRA (collectively referred to herein as the “Bonds”) for the Project, which Bonds shall be dual obligee bonds in favor of Developer and the CRA. The Bonds shall in all respects conform to the requirements of the laws of the State of Florida and shall (a) name the Developer and CRA as obligees: and (b) be in a form and substance reasonably satisfactory to the CRA and its legal counsel. The surety(ies) providing the Bonds must be licensed, duly authorized, and admitted to do business in the State of Florida and must be listed in the Federal Register (Dept. of Treasury, Circular 570). The cost of the premiums for the Bonds shall be included in the Development Budget. Within ten (10) days of issuance, Developer shall record the Bonds in the Public Records of Broward County, which may be recorded by attaching the same to the notice of commencement. 5.3 Except as may be otherwise expressly set forth in this Agreement, Developer shall be responsible for all costs and expenses for the design, engineering, permitting, construction, administration, and inspection of the Work including, but not limited to, the following: (a) all labor and materials for the construction of the Work; (b) all compensation for the design professionals and engineers (and any other consultants) in connection with the preparation of the site plan, Construction Documents, and other documents; (c) all permit, license, connection and impact fees and other fees of Governmental Authorities which are legally required at any time during the Developer’s performance of the Work; (d) all costs associated with the installation, connection, removal, replacement, relocation and protection of all utilities and all related infrastructure including but not limited to water, sewer, stormwater drainage, telephone, cable, or electric, (e) all sales, consumer, use and other similar taxes for the Work, which are legally required at any time during the Developer’s performance of the Work; and (f) all royalties and license fees that are legally required at any time during the Developer’s performance of the Work. The parties acknowledge and agree that such costs and expenses are to be included in the Pre-Development Budget and/or Development Budget. The Developer shall defend all suits or claims for infringement of any patent rights related to the Work to be performed by Developer hereunder and shall hold CRA harmless from any loss, liability or expense on account thereof, including reasonable attorneys’ fees (at both the trial and appellate levels) unless any claim results from an act of the CRA or arises in connection with the CRA performing its obligations hereunder. CRA represents to the Developer that there is adequate water and sewer capacity available to the Property for the Project and that water, sewer and electric connections are available at the Property boundaries. 5.4 The Developer agrees that the Work performed under this Agreement shall be performed in accordance with Applicable Laws including the Florida Building Code. 5.5 The Developer agrees and represents that the direct contracts entered into by General Contractor shall require that (i) the Major Subcontractors, subcontractors, design professionals, engineers and consultants possess the licenses required by Applicable Laws to cause to be performed the Work, and (ii) the Work shall be executed in a good and workmanlike manner, free from defects, and that all materials shall be new (not used or reconditioned), except as otherwise expressly provided for in the Construction Documents. 5.6 Within one hundred twenty (120) days after the Final Completion of the Project, Developer shall provide the CRA with a complete set of “as built” plans and specifications, including mylar reproducible “record” drawings, and one set of machine readable disks containing electronic data in a format of the “as-constructed” or “record” plans for the Project. 5.8 In addition to any extended warranties required by the CRA in the Constitution Contract (e.g., roof, fenestration, HVAC), Developer shall cause the General Contractor to warrant the Work for a period of one (1) year from the date of Final Completion. Subject to the foregoing warranty, all maintenance and repair obligations with respect to the Work shall be the responsibility of the homeowner’s association, which shall maintain and repair the Project and related sidewalks and landscaping at the homeowner’s association’s cost and expense.

Performance of the Work. 5.1 Developer shall commence the Work immediately following the satisfaction (or waiver in writing by all of the parties hereto) of the following conditions: (a) approval of Prior to the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration commencement of any Tenant Change, Tenant, at its expense, shall require Tenant’s general contractor and all appeal periods subcontractors to verify on-site dimensions and existing conditions and to attend a pre-construction meeting with respect thereto without Landlord’s construction or building manager to determine suitable access routes to the filing of any appealsPremises, includingdesignated loading, without limitationunloading and storage areas for materials, issuance by the City of a building permit authorizing the construction of the Workworking hours, temporary utilities, safety precautions and procedures, and rubbish removal and scheduling. (b) Tenant, at its expense, shall cause such Tenant Change to be performed (i) in compliance with all Legal Requirements and Insurance Requirements and with Landlord’s construction rules and regulations attached hereto as Exhibit G (the Developer has provided proof “Construction Rules and Regulations”), (ii) in such manner as not to interfere with, delay or impose any additional expense (beyond a de minimis extent) upon the Landlord, the Condominium, any other owner of Developer Equity, which Developer Equity is sufficient to fund a unit in the costs Condominium or any other tenant in the Building in the maintenance or operation of the Work remaining Building and so as to maintain harmonious labor relations in the Building, (iii) with diligence and continuity to completion, (iv) in accordance with the Final Working Drawings submitted to, and approved by, Landlord, and (v) only with the use of new first-class materials and supplies. Landlord shall be funded under no obligation to coordinate Tenant’s work or prepare the Development Budget less Premises therefor and Landlord shall have no liability with respect to the amount of the Construction Loan installation thereof. (c) If the CRA connection of any utilities, fittings or fixtures of Tenant shall require a shut-down of any Building System or service or shall interfere with Building operations or the use of any other portion of the Building or shall necessitate so-called “tie-ins”, then the same shall be coordinated with Landlord and Developer have closed shall be performed only with Landlord’s prior written consent, not to be unreasonably withheld, conditioned or delayed; Tenant may only perform “tie-in” work with subcontractors reasonably approved by Landlord and in any such case Section 15.10 shall be applicable thereto; provided that, notwithstanding the foregoing, connections to, and disconnections from, the Building’s fire alarm system, BMS system and condenser water system shall be performed only by the contractors set forth on Exhibit K attached hereto and made a part hereof, or, with respect to Tenant Changes made after the Construction Loancompletion of Tenant’s Work, such other contractors as may be designated by Landlord provided such contractors charge competitive rates and are available to perform the tie-in in question. (d) If by reason of the Development Plan has been approved performance of Tenant’s Work or any Tenant Change thereafter, any labor disruption or dispute shall occur at or affect the Building, Tenant shall make reasonable efforts to mitigate the labor disruption or dispute. If by reason of the CRA (provided Developer has submitted such to the CRA as required by this Agreement)performance of Tenant’s Work, (e) a written amendment to this Agreement setting forth the Substantial Completion Date has been executed and delivered by the partiesor any Tenant Change thereafter, (f) the Construction Contract consistent there is any interference with the requirements use and enjoyment of this Agreement the premises occupied by any other occupant in the Building, or if the Premises or the Building (or any work or installations in any of the foregoing) is damaged, or if the performance of such Tenant Change otherwise interferes with the use or occupancy of any part of the Building, Tenant shall (i) promptly upon Landlord’s written request, work collaboratively to remedy the condition or conditions complained of at Tenant’s sole cost and the Development Plan has been fully executed and (g) the Bonds are in placeexpense, and (hii) the completion guarantee has been delivered to the CRA. In any case, the Work shall not commence unless indemnify and until a Notice to Proceed has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development Approvals. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs hold Landlord and the parties shall be relieved Board of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of the Project is achieved no later than the applicable Substantial Completion Date, subject to extension as provided in this Agreement. 5.2 Prior to commencement of the Work or any portion thereof (including any demolition or site work), Developer shall cause its General Contractor to obtain and deliver to the CRA, and at all times during the performance of the Work require and obtain performance bonds and labor and material payment bonds reasonably acceptable to the CRA (collectively referred to herein as the “Bonds”) for the Project, which Bonds shall be dual obligee bonds in favor of Developer and the CRA. The Bonds shall in all respects conform to the requirements of the laws of the State of Florida and shall (a) name the Developer and CRA as obligees: and (b) be in a form and substance reasonably satisfactory to the CRA and its legal counsel. The surety(ies) providing the Bonds must be licensed, duly authorized, and admitted to do business in the State of Florida and must be listed in the Federal Register (Dept. of Treasury, Circular 570). The cost of the premiums for the Bonds shall be included in the Development Budget. Within ten (10) days of issuance, Developer shall record the Bonds in the Public Records of Broward County, which may be recorded by attaching the same to the notice of commencement. 5.3 Except as may be otherwise expressly set forth in this Agreement, Developer shall be responsible for all costs and expenses for the design, engineering, permitting, construction, administration, and inspection of the Work including, but not limited to, the following: (a) all labor and materials for the construction of the Work; (b) all compensation for the design professionals and engineers (and any other consultants) in connection with the preparation of the site plan, Construction Documents, and other documents; (c) all permit, license, connection and impact fees and other fees of Governmental Authorities which are legally required at any time during the Developer’s performance of the Work; (d) all costs associated with the installation, connection, removal, replacement, relocation and protection of all utilities and all related infrastructure including but not limited to water, sewer, stormwater drainage, telephone, cable, or electric, (e) all sales, consumer, use and other similar taxes for the Work, which are legally required at any time during the Developer’s performance of the Work; and (f) all royalties and license fees that are legally required at any time during the Developer’s performance of the Work. The parties acknowledge and agree that such costs and expenses are to be included in the Pre-Development Budget and/or Development Budget. The Developer shall defend all suits or claims for infringement of any patent rights related to the Work to be performed by Developer hereunder and shall hold CRA Managers harmless from and against any lossliability, liability cost or expense on account thereof, (including reasonable attorneys’ fees (at both and disbursements) connected with or arising from such condition or conditions and the trial and appellate levels) unless any claim results from an act remedy or removal of the CRA same. (e) Tenant hereby indemnifies Landlord (and any Landlord Party) against any liability arising out of or arises related to any Tenant Change and the performance thereof or any accident, incident or damage to person or property occurring in connection with the CRA performing its obligations hereunder. CRA represents therewith, except to the Developer that there is adequate water and sewer capacity available extent such accident, incident or damage shall result from the negligence or willful misconduct of Landlord or any Landlord Party. Subject to Section 17.06 hereof, Tenant shall be responsible for any damage to the Property for Premises or the Project Building (or the work or installations in any thereof) resulting from any Tenant Change and that waterTenant agrees to indemnify and hold Landlord harmless from and against all such damage, sewer and electric connections are available at except to the Property boundariesextent such damage shall result from the willful misconduct of Landlord or any Landlord Party. 5.4 The Developer agrees that (f) Notwithstanding anything to the Work performed contrary contained in this Lease, all Tenant Changes are subject to Landlord’s rights under this Agreement shall be performed in accordance with Applicable Laws including the Florida Building CodeSection 18.01 hereof. 5.5 The Developer agrees and represents that the direct contracts entered into by General Contractor shall require that (i) the Major Subcontractors, subcontractors, design professionals, engineers and consultants possess the licenses required by Applicable Laws to cause to be performed the Work, and (ii) the Work shall be executed in a good and workmanlike manner, free from defects, and that all materials shall be new (not used or reconditioned), except as otherwise expressly provided for in the Construction Documents.

Performance of the Work. 5.1 Developer shall commence the Work immediately following the satisfaction (or waiver in writing by all of the parties hereto) of the following conditions: (a) approval of the applicable Plans and Specifications by Governmental Authorities, the issuance of all required Development Approvals and the expiration of any and all appeal periods with respect thereto without the filing of any appeals, including, without limitation, issuance by the City of a building permit authorizing the construction of the Work, (b) the Developer has provided proof of Developer EquityEquity and Developer Financing, both in a form and substance acceptable the CRA, and closed on the Construction Loan, which Developer Equity Construction Loan is sufficient to fund the costs of the Work remaining to be funded under the Development Budget less the amount of the Construction Loan Budget, (c) the CRA and Developer have closed on the Construction Loan, (d) the Development Plan has been approved by the CRA (provided Developer has submitted such to the CRA as required by this Agreement), (ed) a written amendment to this Agreement setting forth the Substantial Completion Date has been executed and delivered by the parties, (fe) the Construction Contract consistent with the requirements of this Agreement and the Development Plan has been fully executed and (gf) the Bonds are Bond is in place, and (h) the completion guarantee has been delivered to the CRA. In any case, the Work shall not commence unless and until a Notice to Proceed has been issued by the CRA to the Developer, which Notice to Proceed shall not be issued until receipt of all Development Approvals. The Developer and CRA agree to use their respective good faith and diligent efforts to satisfy the foregoing conditions for which each party is responsible and to otherwise cooperate with each other in this regard; provided, however, if any of the foregoing conditions are not satisfied within one hundred eighty (180) days from the date hereof, the parties shall continue to use their good faith and diligent efforts to satisfy such condition(s) for up to an additional ninety (90) days. If following such good faith and diligent efforts to satisfy such conditions the parties cannot do so by the expiration of the ninety (90) day extension period, unless the parties mutually waive in writing the conditions at issue, then either party may elect to terminate this Agreement upon written notice to the other party, in which case the Developer shall pay the Inspection Costs and the parties shall be relieved of all rights and obligations hereunder, except any rights or obligations that expressly survive termination. Following commencement of the Work, Developer shall diligently pursue in good faith the completion of the Work so that Substantial Completion of the Project is achieved no later than the applicable Substantial Completion Date, subject to extension as provided in this Agreement. Without limiting the foregoing, the CRA shall not issue a Notice to Proceed until the CRA has provided the Developer with the Demolition Completion Notice (as defined below). CRA, at CRA’s sole cost and expense, shall cause the demolition of all existing structures and improvements on the Property. Demolition shall include the removal and proper disposal of all demotion debris and other debris from the Property, the capping, stubbing or otherwise closing of all utilities serving the Property and otherwise putting the Property in a clean and buildable condition as determined by the CRA in its sole and absolute discretion. CRA shall be responsible and pay for the demolition permit and shall have such permit closed prior to the delivery of the Demolition Completion Notice (as defined below). The foregoing work and obligations in the preceding sentences shall collectively be referred to as the “Demolition Work.” Upon completion of the Demolition Work, CRA shall provide the Developer with written notice certifying that the Demolition Work is complete (including payment therefor) and that the demolition permit is closed (the “Demolition Completion Notice”). Following receipt of the Demolition Completion Notice, Buyer shall have the right to re-inspect the Property including the performance of any environmental assessments. To the extent that the Demolition Work results in the discovery or release of any Hazardous Materials on, in or under the Property, notwithstanding anything in this Agreement to the contrary, the CRA shall have the right to either (a) at the CRA’s cost and expense, remediate the Hazardous Materials so that the Work may legally proceed or (b) terminate this Agreement by giving written notice to the Developer of such election to terminate. If the CRA so elects to terminate this Agreement pursuant to this Section 5.1, the Developer shall pay the Inspection Costs whereupon, except for those provisions of this Agreement which by their express terms survive the termination of this Agreement, no party hereto shall have any other or further rights or obligations under this Agreement. 5.2 Prior to commencement of the Work or any portion thereof (including any demolition or site work), Developer shall cause its General Contractor to obtain and deliver to the CRA, and at all times during the performance of the Work require and obtain performance bonds and labor and material payment bonds reasonably acceptable to the CRA (collectively referred to herein as the “Bonds”) for the Project, which Bonds shall be dual obligee bonds in favor of Developer and the CRA. The Bonds shall in all respects conform to the requirements of the laws of the State of Florida and shall (a) name the Developer and CRA as obligees: and (b) be in a form and substance reasonably satisfactory to the CRA and its legal counsel. The surety(ies) providing the Bonds must be licensed, duly authorized, and admitted to do business in the State of Florida and must be listed in the Federal Register (Dept. of Treasury, Circular 570). The cost of the premiums for the Bonds shall be included in the Development Budget. Within ten (10) days of issuance, Developer shall record the Bonds in the Public Records of Broward County, which may be recorded by attaching the same to the notice of commencement. 5.3 Except as may be otherwise expressly set forth in this AgreementAgreement and specifically excluding the CRA Project Expenses and all costs and expenses incurred by the CRA to administer this Agreement or otherwise perform its obligations hereunder, Developer shall be responsible for all costs and expenses for the design, engineering, permitting, construction, administration, and inspection of the Work including, but not limited to, the following: (a) all labor and materials for the construction of the Work; (b) all compensation for the design professionals and engineers (and any other consultants) in connection with the preparation of the site plan, Construction Documents, and other documents; (c) all permit, license, connection and impact fees and other fees of Governmental Authorities which are legally required at any time during the Developer’s performance of the Work; (d) all costs associated with the installation, connection, removal, replacement, relocation and protection of all utilities and all related infrastructure including but not limited to water, sewer, stormwater drainage, telephone, cable, or electric, (e) all sales, consumer, use and other similar taxes for the Work, which are legally required at any time during the Developer’s performance of the Work; and (f) all royalties and license fees that are legally required at any time during the Developer’s performance of the Work. The parties acknowledge and agree that such costs and expenses are to be included in the Pre-Development Budget and/or Development Budget. The Developer shall defend all suits or claims for infringement of any patent rights related to the Work to be performed by Developer hereunder and shall hold CRA harmless from any loss, liability or expense on account thereof, including reasonable attorneys’ fees (at both the trial and appellate levels) unless any claim results from an act of the CRA or arises in connection with the CRA performing its obligations hereunder. CRA represents to the Developer that there is adequate water and sewer capacity available to the Property for the Project and that water, sewer and electric connections are available at the Property boundaries. 5.4 The Developer agrees that the Work performed under this Agreement shall be performed in accordance with Applicable Laws including the Florida Building Code. 5.5 The Developer agrees and represents that the direct contracts entered into by General Contractor shall require that (i) the Major Subcontractors, subcontractors, design professionals, engineers and consultants possess the licenses required by Applicable Laws to cause to be performed the Work, and (ii) the Work shall be executed in a good and workmanlike manner, free from defects, and that all materials shall be new (not used or reconditioned), except as otherwise expressly provided for in the Construction Documents. 5.6 Within one hundred twenty (120) days after the Final Completion of the Project, Developer shall provide the CRA with a complete set of “as built” plans and specifications, including mylar reproducible “record” drawings, and one set of machine readable disks containing electronic data in a format of the “as-constructed” or “record” plans for the Project.