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DEVELOPMENT AGREEMENT FOR VILLAGE WEST APARTMENTS III between the UNIFIED GOVERNMENT OF WYANDOTTE COUNTY/KANSAS CITY, KANSAS and VILLAGE WEST APARTMENTS III, LLC DATED AS OF _____________, 2020 DB04/0501343.0139/13605443.5 DEVELOPMENT AGREEMENT (Village West Apartments III) THIS DEVELOPMENT AGREEMENT FOR VILLAGE WEST APARTMENTS III (the "Agreement") is made as of the ____ day of ___________________, 2020 (the "Effective Date") between the Unified Government of Wyandotte County/Kansas City, Kansas (the "UG"), and Village West Apartments III, LLC, a Kansas limited liability company ("Developer"). RECITALS: A. The Developer wishes to design, develop, and construct a luxury apartment complex and related amenities (the "Project," as further defined in Section 2.2 below), on certain real property generally located north of Delaware Parkway, west of 110th Street, and south of Parallel Parkway in Kansas City, Kansas (the “Project Site”), as legally described on Exhibit A-1 and generally depicted on Exhibit A-2, as attached hereto. B. The Developer does not yet own the Project Site, but has right to acquire the Project Site pursuant to a contribution agreement with the current owner dated _________, 2020 (the "Contribution Agreement"), and Developer shall, upon closing, have all rights to occupy and develop the same as set forth herein. C. The UG recognizes that Wyandotte County’s consumer demand for luxury rental living units is currently underserved by the existing inventory, particularly in western Wyandotte County, and the lack of sufficient high-end living units causes many people who work and play in Wyandotte County to live outside Wyandotte County, which limits the County’s ability to capitalize on the opportunity to attract residents to the County from other parts of the Kansas City metropolitan area. D. Development of the Project should attract new residents to the community, stimulate the economy of Wyandotte County through additional real property taxes, sales taxes, and other indirect spending at other nearby businesses when residents visit the surrounding businesses, and provide a work force for Wyandotte County employers, all of which would promote the public good, health, and welfare within Wyandotte County. E. The parties agree that the Project is not financially feasible without the public-private partnership as set forth in this Agreement, and therefore the parties wish to enter into this Agreement to provide the necessary financing for the Project. AGREEMENT NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the UG and Developer hereby agree as follows: ARTICLE 1 DEFINITIONS AND INTERPRETATION 1.1 Interpretation. In this Agreement, unless a clear contrary intention appears: (a) the singular number includes the plural number and vice versa; DB04/0501343.0139/13605443.5 (b) reference to any Person includes such Person's successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) reference to any gender includes each other gender; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference in this Agreement to any article, section, appendix, annex, schedule or exhibit means such article or section thereof or appendix, annex, schedule or exhibit thereto; (f) each of the items or agreements identified on the attached Index of Exhibits are deemed part of this Agreement to the same extent as if set forth herein; (g) "hereunder", "hereof", "hereto" and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision thereof; (h) "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (i) relative to the determination of any period of time, "from" means "from and including" and "to" means "to but excluding." 1.2 Accounting Terms. Unless expressly otherwise provided, accounting terms shall be construed and interpreted, and accounting determination and computations shall be made, in accordance with GAAP. 1.3 Legal Representation of the Parties. This Agreement was negotiated by the parties hereto with the benefit of legal representation and any rules of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party shall not apply to any construction or interpretation hereof or thereof. 1.4 Definitions. All capitalized terms used in this Agreement shall have the meanings ascribed to them in Annex 1 attached hereto and made a part hereof, or as otherwise provided herein. ARTICLE 2 THE PROJECT 2.1 Undertaking of Developer. Developer hereby agrees, subject to the terms and conditions hereinafter provided, to develop, construct, complete, and operate the Project. The performance of all activities by Developer hereunder shall not be as an agent of the UG, except as otherwise specifically provided herein. 2.2 Development of the Project Site. The UG and Developer hereby agree that the Project shall be as described below. Developer hereby contemplates that all buildings, parking structures and other improvements constituting the Project, as specifically described in this Section 2.2 (the "Improvements"), shall be developed, constructed, completed, and operated on the Project Site in substantial accordance and compliance with the terms and conditions of this Section 2.2 and the final site plan approval from the UG's DB04/0501343.0139/13605443.5 Planning Commission (the "Development Plan"). On and subject to the terms and provisions set forth in this Agreement, Developer shall have the sole right to, and shall be responsible for, design, construction, equipment and completion of the Improvements, and shall operate and use the Improvements in the manner described herein, all in accordance with the terms of this Section 2.2 and all other Applicable Laws and Requirements. The parties further agree as follows: (a) The Project shall be designed, developed and constructed as Class A luxury apartment buildings and shall, at minimum, include the following Improvements: two (2) or more high-end apartment buildings, of the same or better quality than the Village West Luxury Apartments, renting for a blended rate of approximately $1.42 per square foot, and consisting of approximately 330 total units, approximately forty percent (40%) of which shall be one bedroom units, including site amenities and related infrastructure. Project amenities shall also include (i) a centrally located clubhouse with a swimming pool, health and fitness facilities, theatre room, common outdoor grills, and patio space; (ii) in-unit washer/dryer, refrigerator, oven/range, and microwave; (iii) elevator-serviced buildings with secure access and conditioned interior corridors; (iv) centrally located common green space with walking trails; and (v) a bicycle sharing station and the establishment of a bike sharing program. Developer shall also design, develop and construct the extension of Delaware Parkway, pursuant to the plans and the specifications approved by the UG and as set forth on Exhibit B, to provide access to the entrance of the Project. Developer shall pay for the costs of designing and constructing the extension of Delaware Parkway; provided, however, that the UG will contribute certain financing towards the cost of the road as more particularly described herein. Additionally, Developer is responsible for the plantings and the ongoing maintenance of all public rights-of-way for Delaware Parkway until such time as certain property which is located west and/or south of the Project Site which requires the extension and completion of Delaware Parkway. The maintenance requirements in this subsection may be assigned by the Developer, upon prior written notice to the UG, to an owners association which is responsible for this and other common area maintenance functions. However, the parties understand and agree that any such assignment shall not relieve Developer of its obligations therefor if and to the extent that any such owners association shall fail to perform such obligations. All references to maintenance of public right-of-way within this subsection shall mean the maintenance of landscape areas and sidewalks (including snow and ice removal) but shall not require that the Developer maintain streets (including snow and ice removal) and utility infrastructure. Developer understands and agrees that the UG shall not undertake or have any obligation for snow or ice removal on the sidewalks. (b) Developer recognizes, stipulates and agrees that its signage shall be subject to all Applicable Laws and Requirements, and any special use permits granted by the UG's Commission. The UG hereby agrees that it will, to the extent possible, expedite the consideration of Developer's proposed signage and cooperate with Developer to reasonably accommodate Developer's signage requirements. (c) The Project shall include parking improvements (the "Parking Improvements") containing the number of spaces required by the Applicable Laws and Requirements. (d) Developer's plans for landscaping on the Project Site shall be considered in accordance with all Applicable Laws and Requirements and approval thereof by

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