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A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK 1. The above recitals form an integral part of this agreement. 2. The Developer and County agree that the timing and construction of the required 231d Street SW roadway improvements as well as the posting of security to guaranty and warranty the roadway improvements will be controlled by the Developer's Agreement, which Developer's Agreement will be finalized in the future 3. Once the Developer's Agreement is finalized and executed, the security posted under this Agreement will be released. 4. Should the Developer's Agreement not be finalized prior to the expiration of the letter of credit, Developer agrees to promptly have the letter of credit amended to extend the expiration date to a date agreeable by County, otherwise County shall take necessary action to call the letter of credit, with said funds being held in escrow until the Developer's Agreement is finalized. Alternatively, should Developer fail to enter into the Developer's Agreement, the Developer and the escrowed funds shall be jointly and severally liable to pay for the cost of construction and installment of the required 23rd Street SW roadway improvements to the final total cost, plus the warranty, including but not limited to engineering, construction, legal and contingent costs, including reasonable attorney's fees incurred by the County, together with any damages, either direct or consequential, which the County may sustain as a result of the failure of Developer. 5. Should Developer fail to enter into the Developer's Agreement, and the County calls the letter of credit, the parties agree that the County at its option shall have the right, but not the obligation, to construct and install or, pursuant to receipt of competitive bids, cause to be constructed and installed the required roadway improvements in the event Developer shall fail or refuse to do so. Developer shall remain wholly liable for any resulting deficiency, should the called funds be exhausted prior to completion of the required roadway improvements. In no event shall the County be obligated to expend public funds, or any funds other than those provided by the Developer to construct the required roadway improvements. 6. Security provided to the County by Developer with respect to this Agreement shall exist solely for the use and benefit of the County under the terms of this Agreement and shall not be construed or intended in any way, expressly or impliedly, to benefit or secure payment to any other party. 7. This agreement is the full and complete understanding of the parties and shall not be construed or amplified by reference to any other agreement, discussion, or understanding, whether written or oral, except as specifically mentioned herein. This agreement shall not be assigned without the express written approval of the County. Any amendment, deletion, modification, extension, or revision hereof or hereto shall be in writing, executed by authorized representatives of both parties. 2