Extract to table

24-0417, approved by the Baltimore City Council on June 14, 2024, and all conditions of approval associated therewith are in full force and effect; WHEREAS, Fairwater has substantial experience in the development and management of mixed-use and multifamily properties across the Mid-Atlantic region, with a current portfolio of thirty-eight (38) properties and total assets under management of approximately Four Billion One Hundred Million Dollars ($4,100,000,000), and possesses the personnel, expertise, and institutional capacity necessary to serve as development manager for a project of the scale and complexity of Harbor Point Towers; WHEREAS, Owner desires to engage Fairwater as the exclusive development manager for the Project, and Fairwater desires to accept such engagement, on the terms and conditions set forth herein; and NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Operating Agreement

"Affiliate" shall mean, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person

Without limitation, an entity in which a Person holds a majority of the equity interests, or over which a Person has the right to designate or elect a majority of the board of directors, managers, or other governing body, shall be deemed to be an Affiliate of such Person

Any amendment to the Approved Budget that results in a variance exceeding five percent (5%) of any budgeted line item (the "Budget Variance Threshold") shall require the prior written consent of Prescott Investor in accordance with the Major Decision provisions of the Operating Agreement

"Capital Contribution Agreement" shall mean the Capital Contribution Agreement among the members of Owner, dated as of January 12, 2026, setting forth the terms and conditions under which the members shall fund their respective equity commitments to Owner