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1DR.=x.1...1. DRAFT <br /> PROJECT CONSTRUCTION COVENANT <br /> (Colby Avenue & Wall Street, Everett, Washington) <br /> THIS PROJECT CONSTRUCTION COVENANT (this "Covenant") is dated as of <br /> ,20 (the "Effective Date"), between the CITY OF EVERETT, <br /> a Washington municipal corporation ("City"), and TOUCHSTONE EVERETT HOTEL LLC, a <br /> Washington limited liability company ("Developer"). <br /> RECITALS <br /> A. City, as seller, and Developer, as successor-in-interest of Touchstone Corporation <br /> and as purchaser, are parties to the Property Purchase Agreement dated October 16, 2008, as <br /> amended by Amendment No. l to Property Purchase Agreement dated April 14, 2009, and as <br /> further amended by Amendment No. 2 to Property Purchase Agreement dated October 7, 2009, <br /> as further amended by Amendment No. 3 to Property Purchase Agreement dated February 10, <br /> 2010, as further amended by Amendment No. 4 to Property Purchase Agreement dated June 16, <br /> 2010, as further amended by Amendment No. 5 to Property Purchase Agreement dated <br /> August 2010, as further amended by Amendment No. 6 to Property Purchase Agreement <br /> dated , 2010 (the "Purchase Agreement"). The real property that is the subject of <br /> the Purchase Agreement and this Covenant is located at the southeast corner of Colby Avenue <br /> and Wall Street in Everett, Washington and is legally described in Exhibit A attached hereto (the <br /> "Property"). <br /> B. As of the Effective Date of this Covenant, Developer has purchased the Property <br /> from the City. In accordance with the Purchase Agreement, Developer has submitted to the City <br /> complete plans and specifications for a project consisting of a single mixed-use building with <br /> hotel, retail, and below-grade parking, which the City approved on , 2010 in <br /> connection with Developer's building permit application under file number <br /> C. Developer's project is a private undertaking to be contracted, constructed, owned, <br /> and operated by Developer which will provide a significant redevelopment of the Property with <br /> accompanying public benefits. The parties intend by this Covenant to set forth their mutual <br /> Covenant and undertakings with regard to the project. <br /> AGREEMENT <br /> NOW, THEREFORE, in consideration of the mutual undertaking and promises contained <br /> herein, and the benefits to be realized by each party and in future consideration of the benefit to <br /> the general public by the creation and operation of the Developer's project upon the Property, <br /> and as a direct benefit to the City and other valuable consideration, the adequacy of which is <br /> hereby acknowledged, the parties agree as follows: <br /> Section 1. Definitions. In addition to the terms defined in the Recitals above, the <br /> following terms shall have the meanings set forth below: <br /> "Approved Plans and Specs" means the plans and specifications for the Project approved <br /> by the City on , 2010 in connection with Developer's building permit application <br /> under file number <br /> DRA1,..1 DR AF..I <br />