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Port Covington

Request for Proposal

for

Branding and Marketing Services for

Rye Street Residential (E6)

Request For Qualifications (RFQ)

Issue Date: 07/01/21

Proposal Due Date: 07/15/21

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TABLE OF CONTENTS

Part 1 - General Description of the Work and Schedule Part 2 - Instructions to Respondents Part 3 - Exhibits

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PART 1 - GENERAL DESCRIPTION OF THE WORK AND SCHEDULE

1.0 SUMMARY

PORT COVINGTON

The Port Covington development project is a development effort located within the Port

Covington Peninsula in Baltimore City, MD. As one of the largest urban revitalization

undertakings in the United States, the Port Covington project (the “Project”) is expected to

have a transformative impact on Baltimore City’s future. At full completion, the Project is

planned to include up to 14.1 million square feet of new, mixed-use development; 2.5 miles of

restored waterfront; and over forty acres of parks, green space, and right-of-way. The Master

Plan provides for the development of the Port Covington Peninsula, which when completed, is

expected to consist of multiple phases known as “Chapters.” The development timeline for the

full buildout of the Project is expected to be completed over a fifteen to twenty-year period.

Weller Development Company is the lead Developer of the Port Covington Project (The

“Developer”). The Developer is part of the Port Covington Development Team. The

Development Team is committed to promoting supplier diversity, creating job opportunities for

Baltimore City residents through local hiring, and fostering the growth of minority and women-

owned firms, contractors, and local businesses. The successful Respondent shall clearly

demonstrate its ability to affect certain Local Hiring and Supplier Diversity goals enumerated

within the Memorandum of Understanding with the City of Baltimore1. The City MOU and

Hiring Requirements Rider are respectively attached as Exhibits A and D which describe the

objectives applicable to any successful Respondent that will be performing services on the

Project.

CHAPTER 1B DEVELOPMENT

The current development phase, known as Chapter 1B, is comprised of an infrastructure project

that includes plans for new stormwater management facilities, utilities, trees, plantings, parks,

greenspace, site furnishings, right-of-way, shoreline improvements, sidewalks and one and a

half miles of new roads (the “Ch1B Infrastructure”), and five vertical buildings ranging from

approximately 130,000 square feet to over 290,000 square feet (the “Verticals”).

1 The New Port Covington Amended and Restated Consolidated Memorandum of Understanding dated September 14, 2016 and the supplemental Memorandum of Understanding dated April 26, 2017 between the Mayor and City Council of Baltimore and Sagamore Development Company, LLC (hereinafter, the “City MOU”). A copy of the City MOU is attached hereto as Exhibit “A”.

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SCOPE OF REQUEST

Developer is seeking qualifications from branding and marketing firms to develop and

execute a brand identity and strategy for the E6 Residential building (collectively the

“respondent” for the Project.)

THE PROJECT- BRANDING AND MARKETING SERVICES

PROJECT DESCRIPTION

E6 Residential is part of the Port Covington development - one of the largest urban revitalization efforts in America, which will have a fundamental and far-reaching positive impact on Baltimore, its economy, and its future. E6 is one of the five buildings currently under construction as part of Chapter 1B, which includes 1.1 million square feet of development across five new buildings, plus 10 acres of new parks and public spaces on the waterfront neighborhood. The total master planned development site contains 235 acres of land with approximately 2.5 miles of waterfront.

E6 Residential is an eight-story, 254-unit residential building (the “Project”). The Project is projected to be 80% market rate apartments (200 units) and 20% affordable housing units (54 units) reserved for individuals and families earning not more than 50% AMI.

The total square footage of the Project is approximately 293,000 GSF with approximately 277,000 GSF of residential space. The remaining 16,000 GSF is ground floor retail. Residential units are spread across floors 3 through 8 with additional walk-up units on the ground floor. The Project is U-shaped with a private street bifurcating it, allowing for loading and car pick-up/drop-off services. On either side of the private street are residential lobbies, with the east lobby serving as the main residential lobby and the west lobby serving as an elevator jump lobby. The main residential lobby amenities include a reception desk, mail and package rooms, bike storage room, lounge seating, and a management and leasing office. An amenity space is provided on the 3rd floor, which includes a bar with lounge seating, billiards room, fitness center and yoga room, meeting room, and outdoor balcony. Completing the building amenities is a rooftop amenity deck overlooking the water. Parking will be provided by an adjacent parking garage and surface lots within Port Covington.

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PROJECT DETAILS

Location 255 Atlas St, Baltimore, MD

Project Type Mixed-Income Residential Mid-Rise

Unit Mix & Rents 254 units: 80% market rate / 20% affordable

Competitive Set Comparable projects include Anthem House, Porter Street, Banner Hill, 414 Light Street, Luminary at One Light2

Leasing Start Date June 1, 2022

Move In Date August 1, 2022

STAKEHOLDERS

Bozzuto Management Company Weller Development Company

SCHEDULE

Proposal Submission Due Date July 16, 2021 Anticipated Project Kick-off July 30, 2021

Requested Branding and Marketing Deliverables

PHASE 1 | BRAND STRATEGY

Prior to developing a brand’s look and feel, the agency will immerse themselves in the project to develop a strong understanding of the vision, target customers and competitive market landscape.

2 While these are considered generally comparable, none have mixed-income offerings similar to the Project.

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Agency will present their initial market research insights supplemented with Bozzuto’s research before commencing to other phases.

Using this research, the agency will present a document that clearly defines the brand strategy of the project, including the brand vision, target customer insights and brand positioning, which clearly identifies the project’s value proposition and brand differentiators. The brand strategy will be the foundation of the visual and verbal identity of the project.

Recommended Deliverables:

Research Findings Creative Brief / Brand Strategy Document

PHASE 2 | BRAND IDENTITY

Using the strategic framework from the previous phase, the agency will develop a unique and compelling brand identity for the project.

Recommended Deliverables:

Building Naming

Present a list of relevant and ownable project names along with suggested URL options for each name. Agency will check URL availability for each name and will follow standards set forth by Bozzuto and ownership.

Logo Design

Following naming, agency will design and present various logo options. Logos should be compatible with social media platforms, building banners, and other mediums; with this in mind, consider presenting logos in both horizontal and vertical formats. Logo design may be presented as a part of the concept development process. Please include the number of logos that will be presented in scope of services.

Concept Development and Style Guide

Present 2 or more distinct and memorable creative concept directions for the project. Each creative direction should include key messaging/taglines and show a variety of visual brand touchpoints, including typography, photography, color palette, and

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examples of how the brand would be executed cohesively in signage, collateral, website, etc.

Following approval of the concept, agency will provide style guide document to illustrate the proper use of all graphic elements employed in the campaign to ensure a consistent visual identity including color palette, logo usage, and acceptable usage of fonts. All fonts and patterns must be packaged in a zip file and sent to Bozzuto and owner. Requests may occur at various points of the branding process. Designers should avoid using fonts that require individual user licenses.

PHASE 3 | BRAND EXECUTION

Building upon the approved creative concept, agency will design a system of branded customer touchpoints including digital and print collateral. The requirements of each individual brand may differ based on its particular customer or position in the market, and we encourage collaboration throughout this process to define the most important brand touchpoints for our customers.

Copywriting/Messaging

Consistency in messaging is essential to maintain brand integrity. Agency will hold a separate meeting to conduct a thorough review of all copy with the owner and BMC. The copy should adhere to Bozzuto’s fair housing guidelines including the word and language standards. Make sure the copy does not send a message that the community is geared towards particular demographics, such as young singles or empty nesters, to the exclusion of families with children. Copy should reflect brand voice as well as contain SEO top-searched keywords such as apartments, etc. Agency will provide a final copy deck for the website and brochure.

Collateral Carrier

Carrier designed to accommodate several floor plans, application and brochure. Simple design with the ability to print digitally. May be horizontal or vertical to match campaign with simple opening.

Floor Plan Shell Design

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Design of the template for the provided floor plan illustrations to fit within carrier. Base on Bozzuto guidelines.

Brochure Design

Creation of the design, layout, copywriting, and production/pre-press. Agency will create printer– ready files to be printed by a preferred printer. The brochure should contain a customized map with POIs. Create digital PDF version of the brochure that supplements the print brochure to be used for out-of-town prospects, etc.

Stationery Suite

Provide 2 designs for business cards, letterhead, #10 envelope, mailing label and note cards and A6 envelopes. Provide electronic Word template of selected letter and envelope.

Outreach Package

Design of the outreach package to be used by the leasing team to develop relationships with prospective renters, local employers, brokers, merchants, retailers and other members of the community. The outreach package may include, but is not limited to, the following:

• Preferred employer flyer: Information on discounts for locally employed individuals.

• Broker flyer: Information about the property for brokers – includes information about referral.

bonus (dependent on region).

• Prospect Mailer: Typically used as a quick handout for prospects. • Community partnership flyer: Includes information on property perks for

potential community partners. • Benefits Card: Physical plastic card residents present to take advantage of

community partnerships – includes key card and bank style card.

Design of the outreach package is not to exceed $3,000.

Brand Story

Create a brand guide which is a holistic set of standards that defines the brand of the project. It should relay the vision and story behind the overall brand referencing the

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positioning, concept, personality, tone/voice, logo usage, color palette, visuals, etc. This guide is to be utilized by the site team, vendors and anyone who is working on this particular project to ensure the brand is consistent. This should not replace the Style Guide as it is a more in-depth and detailed guide.

Stock Photography & Licensing

Items such as illustration, stock photography, and rights-managed, rights-ready, and royalty-free photography will be estimated on an as-needed basis not to exceed $5,000.

INTERACTIVE

Digital Banner Ad Design

Design set of banner ads for display and remarketing ad campaigns placed by Bozzuto. Bozzuto to provide specs of ad sizes needed. Assume ads will need to be created to fit 7-10 different ad sizes.

Email Marketing

Design one mobile-aware email template and develop the content (messaging) for the first three emails to kick-off the drip campaign. The design should be flexible so be easily updated and managed via BMC’s email program directed to a variety of audiences including prospects, residents and brokers. Templates should be designed in a single-column layout in order to ensure that they are legible on mobile devices.

Email Content Examples:

• Website launch • Construction update • Pre-leasing announcement

Website Phase 1 & 2 Design

Develop website design. First presentation must include mobile and desktop designs. Final design will include mobile and desktop homepage completion and interior pages specified in BMC web standards and that presents the community in a compelling fashion and using cutting-edge design. The website design must conform to Bozzuto’s Manual standards including the Photo Formulas and Word & Phrases guidance.

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Design should be executed and formatted for responsive design, delivered in layered Photoshop (PSD) files, including responsive design PDF Proofs, and with full PDF comps for complete website. The site will typically be built in 2 phases. The suggested breakout of pages is below:

• Phase 1: (IE: Home / Amenities / Features / The Story / Neighborhood / Contact) • Phase 2: (IE: Floor Plans / Gallery / News & Events / Services / Retail) • Additional Pages: (IE: 404 Error Page / Thank You Page / Why Bozzuto)

Website Design Scope includes:

• Wireframe development • Design & production for mobile, tablet and desktop • Client reviews & revisions • Post-development QA of staging link • Consolidation of feedback and punch list creation

Website Design Scope will not include:

• Domain purchases • Website hosting • Website coding & development • SEO keyword development

(These services will be fulfilled by our retained development team and the site hosted on Bozzuto’s AWS servers.)

A separate website standards document will be provided if proposal is accepted. Agency shall provide a list of Point of Interests including street address and website URLs to be incorporated on the Neighborhood page map.

Agency shall assemble and optimize all graphic assets found within the site and package/provide files to the client for coding development. This includes all copy, photography, buttons, rollovers, callouts, and graphics that support usability of the site. Deliverables for this task include final PSD files of all approved designs, image selection, site wide graphics (buttons, callouts, photos, etc.).

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SIGNAGE & DISPLAYS

Brand Awareness Signage

Develop a signage plan to be installed during construction to maximize visibility, durability, brand awareness. This could consist of fence banners, post and panel signage, etc. If agency designs fence banners, they should be designed as individual panels that are individually installed on fence, but that read as a cohesive series.

Temporary Leasing Office Graphics Design

Design, layout and copy for temporary leasing office wall graphics. Complexity of design and the number of displays needed will be site specific.

Wayfinding Signage

Design graphics for the prospect path to help guide them from the parking garage to the leasing office. This includes concepts for windmasters, bandit signs, flutter flags, welcome mats, wall graphics, and potentially elevator signage.

Retail Window Skins (if needed)

Design, layout and copy for temporary construction and or retail window skins. Number of window skins needed will be site specific.

ADDITIONAL RECOMMENDATIONS

The following are a la carte items that we may need during the leasing process. Individual estimates will be requested as the needs arise.

• Video strategy and production • Custom photography • Launch campaign • Print ad campaign • Referral campaign • Digital ad campaign • Amenity space naming • Promotional item recommendations • Events and activations plan

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NOTE

BMC understands that proposed costs associated with the rollout of marketing collateral will be inclusive of all production costs. The proposed cost will not include printing, photography, postage and fulfillment, which will be estimated and approved by BMC separately. Fonts may NOT be license per user and must be provided to BMC at project end. The Agency’s work in connection with creating the Brand Identity and in creating all deliverables associated with this RFP shall conform to Bozzuto’s Fair Housing Marketing and Branding Manual (Manual) incorporated herein by reference. In developing the brand, Bozzuto’s values of diversity and inclusion are paramount. The brand imagery should include people of color, different ages (including children and seniors), and various ethnicities/nationalities.

Please disclose any conflicts of interest.

The Project will be designed with the context of the master plan in mind and reflect design

objectives in coordination with existing, concurrent, and future development. Notwithstanding

the above, the Project may evolve, and/or the base parameters may be modified to reflect

updated or revised plans, all within in the sole discretion of Developer. Any such revisions shall

be limited to reasonable parameters, and communicated to qualified Respondents to update

pricing, schedule, or other relevant factors.

The infrastructure design in the Project will provide for ranges of ability and accessibility that

comply with the American with Disabilities Act (the “ADA”). In addition to ADA requirements,

the Developer has selected the Brigance Brigade Foundation to lead an independent task force

to ensure that accessibility design is achieved. Port Covington is planned to be inclusive and

designed to enable accessibility for every visitor and resident.

Certain aspects of the Project pertaining to matters including, but not limited to, future

development, design, investor relations and other sensitive or confidential matters must

necessarily be restricted, or only shared with suitable protection. In such situations where

confidential information is required to be shared, the Developer shall require a Non-Disclosure

Agreement (“NDA”) is executed by the appropriate parties, including Respondent. A form of

the NDA is attached hereto as Exhibit “B” for the Respondent’s review.

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As appropriate, the Respondent shall assemble and direct a team necessary to complete the

Project. The Project is expected to be contracted under a form of Professional Services

Agreement. A template form of the typical contract expected to be used on this engagement is

attached hereto as Exhibit “C” for the Respondent’s review. Each contract shall require an

appropriate Hiring Requirements Rider that corresponds to the scope and nature of the services

provided; a copy of the applicable Hiring Requirements Rider is attached hereto as Exhibit “D”

for the Respondent’s review.

PART 2 - INSTRUCTIONS TO RESPONDENTS Responses will be received by Bozzuto Management Company:

Bozzuto Management Company 6406 Ivy Lane Suite 700 Greenbelt, MD 20770 Attention: Stephanie Shore

Responses must be electronically transmitted to Stephanie Shore at Stephanie.Shore@Bozzuto.com and RFQ@wellerdevco.com no later than 8:00 P.M. EST on the Proposal Due Date, in accordance with the RFQ documents. The Respondents shall submit, as part of the response, a letter of expression of interest that includes the following items:

1. Fee: Provide a proposed fee broken down by the following categories: (a) Phase 1 |

Brand Strategy, (b) Phase 2 | Brand Identity, (c) Phase 3 | Brand Execution, (d)

Interactive, (e) Signage & Displays, (f) Additional Recommendations.

2. Experience: Provide a descriptive list of three (3) projects in the past five (5) years which

demonstrate relevant experiences and capabilities. The Respondent shall also describe

the volume of work in Baltimore City in the last five (5) years. Lastly, the Respondent

should describe any noteworthy differentiators between their company and their

competitors.

3. Key Personnel: The Respondent shall provide both an organizational chart for the

Respondent’s company, as well as the Respondent’s proposed project team. Please

include resumes for each professional that the company would assign to this project.

4. The City MOU Requirements: Explain how the Respondent will be able to achieve these

goals. Additionally, the successful Respondent is required to articulate and explain

previous history with local hiring and supplier diversity, especially in Baltimore City. The

successful Respondent shall be required to affirm, in writing, that it has read and

understands the City MOU and shall be able to comply with the Hiring Requirements

Rider.

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5. Signed Non-Disclosure Agreement (“NDA”): The NDA must be completed by the

Respondent with the appropriate company information and executed by an individual or

officer with authority to execute the document.

6. Insurance Limits: The successful Respondent shall provide confirmation that the

Respondent can meet the insurance requirements listed in Exhibit E.

7. Software List: Provide list of software, if any, and processes used for managing projects

and communicating with the Developer and General Contractor (RFI’s, submittals,

scheduling, punch lists, billing, etc.).

8. Quality Control: Describe your quality control and plan coordination strategy.

This RFP is not in any manner to be considered an order for or an offer to purchase any or all of the services or materials set forth herein. The Developer reserves the right to accept or reject any or all proposals at its discretion, to make awards in any way it deems to be in the Developer’s best interest, to negotiate privately with one or more Respondents regarding a "best and final offer" or any other matter, and to add or delete any specified services or requirements before awarding a definitive contract. THIS RFP DOES NOT COMMIT THE DEVELOPER TO ACCEPT ANY PROPOSAL OR ENTER INTO ANY CONTRACT. THIS RFP DOES NOT OBLIGATE THE DEVELOPER TO PAY FOR ANY COSTS ASSOCIATED WITH THE PREPARATION OF PROPOSALS.

Award of a final contract will be based in part upon available funding, the development of final pricing options, and will ultimately be exercised at the sole discretion of Developer. All information and intellectual property developed during the creation of the Contract Drawings shall be the property of the Developer. All supplementary instructions to Respondents are to be in writing. The Developer will not be responsible for oral instructions from any source. A principal, duly authorized to make contracts, must execute the Proposal. The Respondent's legal name and address must be fully stated. All qualified Respondents will receive a response from the Developer.

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PART 3 LIST OF EXHIBITS

Exhibit A – The City MOU Exhibit B – NDA Exhibit C – Template Contract Exhibit D – Hiring Requirements Rider Exhibit E – Insurance Requirements

Exhibit A

1

Z8·14 I B·,007 REV, 01/73

Michael Huber 410-396-4699 Colin Tarbert 410-545-6208

Clerk Date

SEP 1 4 2016

APPROVED BY BOARD OF ESTIMATES

The term of this MOU shall be thirty (30) years from the issuance of the first tranche of Tax Increment Financing Bonds.

At the request of the City, Sagamore has engaged in an outreach program to determine additional City-wide needs, meeting extensively with community stakeholders. As a result, Sagamore and the City have agreed to amend and restate the Existing MOUs to provide for enhanced commitments by Sagamore with respect to the matters addressed in the Existing MOUs, and certain additional commitments by Sagamore.

• New Port Covington Local Hiring Memorandum of Understanding;

• New Port Covington Supplier Diversity Memorandum of Understanding, and

• Memorandum of Understanding Regarding lnclusionary Housing in Port Covington.

As a commitment to inclusion and diversity, Sagamore and the City, with the approval of the City's Board of Estimates, have previously entered into the following Memoranda of Understanding (the "Existing MOUs"), each dated April 20, 2016:

Sagamore, either directly or through affiliates, is or will be developing approximately 250 acres of land located on the South Baltimore peninsula, south of 1-95, into a transformative, inclusive and world-class mixed-use, waterfront project, that will includes more than 12 million square feet of building development ( .. New Port Covington").

BACKGROUND/EXPLANATION:

NIA

AMOUNT OF MONEY AND SOURCE OF FUNDS:

To approve an Amended and Restated Consolidated Memorandum of Understanding (MOU) between the Mayor and City Council of Baltimore and Sagamore Development Company, LLC (Sagamore), relating to a City-wide Benefits Commitment for the New Port Covington Project and for monitoring and compliance.

ACTION REQUEST OF BOARD OF ESTIMATES:

Dear Mr. President and Members:

DATE~ September 8, 2016 Tfte Honorable President and Members of the

Board of Estimates

Sagamore Development Company, LLC

Office of the Mayor/Office of the City Council President

ITY of

BALTIMORE

MEMO

/.

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:Z.8·14\8·5007 REV. 01173

Michael Huber 410-396-4699 Colin Tarbert 410-545-6208

Clerk Date

APPROVED BY BOARD OF ESTIMATES

The term of this MOU shall be thirty (30) years from the issuance of the first tranche of Tax Increment Financing Bonds.

At the request of the City, Sagamore has engaged in an outreach program to determine additional City-wide needs, meeting extensively with community stakeholders. As a result, Sagamore and the City have agreed to amend and restate the Existing MOUs to provide for enhanced commitments by Sagamore with respect to the matters addressed in the Existing MOUs, and certain additional commitments by Sagamore.

• New Port Covington Local Hiring Memorandum of Understanding;

• New Port Covington Supplier Diversity Memorandum of Understanding, and

• Memorandum of Understanding Regarding lnclusionary Housing in Port Covington.

As a commitment to inclusion and diversity, Sagamore and the City, with the approval of the City's Board of Estimates, have previously entered into the following Memoranda of Understanding (the "Existing MOUs"), each dated April 20, 2016:

Sagamore, either directly or through affiliates, is or will be developing approximately 250 acres of land located on the South Baltimore peninsula, south of 1-95, into a transformative, inclusive and world-class mixed-use, waterfront project, that will includes more than I 2 million square feet of building development ("New Port Covington").

BACKGROUND/EXPLANATION:

NIA

AMOUNT OF MONEY AND SOURCE OF FUNDS:

To approve an Amended and Restated Consolidated Memorandum of Understanding (MOU) between the Mayor and City Council of Baltimore and Sagamore Development Company, LLC (Sagamore), relating to a City-wide Benefits Commitment for the New Port Covington Project and for monitoring and compliance.

ACTION REQUEST OF BOARD OF ESTIMATES:

Dear Mr. President and Members:

DATE: September 8, 2016 T Caie Honorable President and Members of the

Board of Estimates

Sagamore Development Company, LLC

Office of the Mayor/Office of the City Council President BALTIMORE

MEMO

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DMEAST #267967 49 v12

G. In addition to the Existing Agreements, on July 14, 2016, Developer entered into a Community Benefits Agreement and Memorandum of Understanding (the "SB6 CBA") with community organizations representing six South Baltimore communities surrounding the New Port Covington project (the "SB6 Coalition"), pursuant to which, among other things:

F. In addition, Developer made certain additional commitments related to the development of New Port Covington in a letter to the Mayor of the City, dated April 20, 2016 (the "Existing Letter Agreement" and together with the Existing MOUs, the "Existing Agreements").

E. The Developer is committed to diversity and inclusion, and in furtherance of those goals, Developer and the City, with the approval of the City's Board of Estimates, have previously entered into the following Memoranda of Understanding (the "Existing MOUs"), each dated April 20, 2016:

(i) New Port Covington Local Hiring Memorandum of Understanding;

(ii) New Port Covington Supplier Diversity Memorandum of Understanding, and

(iii) Memorandum of Understanding Regarding lnclusionary Housing in Port Covington.

D. Development of New Port Covington cannot occur without the creation of the necessary infrastructure, such as streets, roads, sidewalks, water lines, sewerage systems, parks and conduits for communication (collectively, "Project Infrastructure"). The cost of Project Infrastructure is estimated at $1.4 billion, a portion of which will be funding through the use of tax increment financing ("TIF") and the issuance of bonds ("TIF Bonds") that will be funded and supported by the future incremental tax revenues generated by New Port Covington.

C. At full development, New Port Covington is expected to generate (a) more than $5.4 billion in economic activity; (b) more than 25,000 jobs supported or created; and (c) $250 million in annual state and local government revenues.

B. The development of New Port Covington is estimated to take between 15 and 20 years to complete, depending on economic market conditions, but over that period is projected to result in (a) more than $5.5 billion in construction expenditures; (b) $9.4 billion in construction-related economic activity; (c) 54,000 construction and multiplier jobs supported or created; and, (d) $402 million in combined state and local government revenues.

A. The Developer, either directly or through affiliates, is or will be developing approximately 250 acres of land located on the South Baltimore peninsula, south of 1-95, into a transformative, inclusive and world-class mixed-use, waterfront project, that will includes more than 12 million square feet of building development (''New Port Covington").

RECITALS

This AMENDED AND REST A TED CONSOLIDATED MEMORANDUM OF UNDERSTANDING (this "Memorandum" or "MOU") is made as of SEP 14 2%16 , 2016, by and between MAYOR AND CITY COUNCIL OF BALTIMORE, a body poli ic an corporate and a political subdivision of the State of Maryland (the "City"), and SAGAMORE DEVELOPMENT COMPANY, LLC, a Maryland limited liability company (the "Developer").

NEW PORT COVINGTON AMENDED AND RESTATED CONSOLIDATED MEMORANDUM OF UNDERSTANDING

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I. MOED Responsibilities. MOED will strive to ensure that Baltimore City residents have access to and are prepared for all employment opportunities made available through the construction of the Project Infrastructure and all other projects developed by the Developer within the New Port Covington (collectively, the "Project"). To maximize the achievement of this goal, MOED will, while this MOU is in effect:

(a) Utilize the resources of its One Stop Career Center Network and work collaboratively with a broad range of the Baltimore City workforce, faith-based, community-based organizations and other public, private and non-profit agencies to assist in the training and preparation of Baltimore City residents to become qualified for and have access to employment available through the Project. The goal will be to maximize the opportunities for Baltimore City residents to be hired in the jobs created by the Project. (See Capability Statement attached as Schedule A to this MOU).

(b) Market the Employ Baltimore talent pipeline to all contractors and sub­ contractors during the construction phase and for permanent employment opportunities at the Project. This service provides employers with an

A. Existing and Modified Commitments. Under the New Port Covington Local Hiring Memorandum of Understanding dated as of April 20, 2016 (the "Local Hiring MOU"), Developer and the City, acting by and through the Mayor's Office of Employment Development ("MOED"), have made certain commitments, elements of which have now been enhanced and improved. Accordingly, Developer and the City have agreed to amend and fully restate the Local Hiring MOU, and therefore the terms of the Local Hiring MOU are replaced with the following:

I. New Port Covington Local Hiring Memorandum of Understanding.

NOW THEREFORE, in consideration of the mutual covenant contained herein, and intending to be bound hereby, the City and Developer hereby agree as follows:

AGREEMENT

I. Developer and the City have agreed to amend and restate the Existing Agreements to provide for enhanced commitments by the Developer with respect to the matters addressed in the Existing Agreements, and certain additional commitments by the Developer, all as set forth herein.

H. At the request of the City, Developer has engaged in an outreach program to determine additional City-wide needs, meeting extensively with the groups listed on Exhibit B. Those groups have provided valuable input and advice on additional Developer commitments that could have a positive impact on the City.

(i) Developer expects approximately $39,000,000 in funding over a 20-year period to address priorities within the SB6 communities identified by the SB6 Coalition, as more fully described in the SB6 CBA (the "SB6 Local Commitment");

(ii) Developer expects approximately $10,000,000 in funding over a 20-year period to benefit other communities in the City, as more fully described in the SB6 CBA (the "SB6 City-Wide Commitment"); and

(iii) Developer has agreed to provide other commitments of human capital and technical assistance, as more fully described in the SB6 CBA.

"

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2. Developer Responsibilities. Developer is committed to hiring individuals who reside in Baltimore City. The Developer is required to achieve the target that 30% of all on-site employees, whether hired directly by Developer or by others, will be Baltimore City residents (the "Local Hiring Mandate"). The Developer will comply with Article 5, Subtitle 27 of the Baltimore City Code, "Local Hiring" (the "Local Hiring Law"), which requires that 51 % of all newly hired employees to complete the Project shall be Baltimore City residents. To achieve this goal, the Developer may dedicate a team of experts (the "Workforce Intermediary") to work with developers, contractors, subcontractors, and other businesses to aggregate all available job data, and to coordinate and communicate with MOED and workforce training providers. The primary purpose of the Workforce Intermediary is to serve residents of Baltimore City and to link residents with jobs. To maximize the achievement of the stated employment goals, the Developer (or its Workforce Intermediary on its behalf) will (hereafter the "Developer Responsibilities"):

efficient, single point of contact to access qualified city residents to fill employment needs (See Employ Baltimore attached as Schedule B to this MOU).

(c) Work with the Developer (or its Workforce Intermediary, as defined below) to ensure that local hiring activities for the Project are coordinated with MOED to leverage the broad range of manpower and workforce development resources available through MOED.

(d) Attend and provide presentations at vendor open house events, pre-bid meetings, and outreach events to subcontractors, consultants and on site subcontractor meetings to explain and promote its services ("MOED Business Services") and to collect information on job openings available from these entities.

(e) Either directly or through the Workforce Intermediary, assist each Project contract awardee in developing a Workforce Plan. The Workforce Plan shall describe the general scope of work under the awardees' contract, total projected staffing, projected number of new hires, the manpower hours needed, the type of skills and expertise needed for new hires that will be involved in fulfilling the contract and a timeline for commencing the work. (See Workforce Plan Template attached as Schedule C to this MOU).

(f) Info1111 the Developer (or the Workforce Intermediary) and the Project contractors and subcontractors of any incentives available to enhance the hiring process, such as tax incentives aligned with hard-to-serve populations and job training offered by local workforce partners.

(g) Promote the full range of workforce resources and employment related services available through MOED to the Developer, the Workforce Intermediary, and the Project's contractors and subcontractors.

(h) Convene a New Port Covington Local Hiring Advisory Committee which will be convened after the approval by the Mayor of the development district ordinance, special taxing district ordinance, and the bond authorizing ordinance in connection with the New Port Covington. It will meet no less than quarterly to assess the progress of the local hiring plan. The primary responsibilities of the Committee shall be to review the Developer's quarterly progress reports and to make recommendations for achieving the goals set forth in this MOU.

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(a) Comply with the prov1s1ons of the Local Hiring Law and Employ Baltimore Executive Order dated December 18, 2013 (the "Employ Baltimore Executive Order").

(b) Require all Project contractors and subcontractors to comply with the provisions of the Local Hiring Law and Employ Baltimore Executive Order. Requirements of the Local Hiring Law and Employ Baltimore Executive Order shall be included in all contracts with Project contractors and subcontractors. All contract awardees shall schedule a meeting with MOED within two weeks of contract award. The meeting will provide the awardee the opportunity to learn about the full range of workforce resources and employment related services available to them through MOED's Business Services Division and to acquire assistance in developing its Workforce Plan.

(c) Submit a Workforce Plan (see Schedule C attached to this MOU) to MOED which reflects the Project's expected workforce needs and will direct all Project contractors and subcontractors to submit a workforce plan to MOED which reflects the respective Project contractor's and subcontractor's expected workforce needs no later than 30 days after contract award or 30 days prior to mobilization, whichever is later, or if impractical, within a reasonable period under the circumstances. The Workforce Plan will describe the general scope of work under the contract awardee's contract, its total projected staffing, projected total number of work hours for the project, project number of new hires, the total number of work hours for the new hires, the type of skills and expertise needed for new hires that will be involved in fulfilling the contract and a timeline for commencing the work.

(d) Provide MOED with at least $80,000 annually for MOED to employ a New Port Covington Local Hiring Coordinator position. The Local Hiring Coordinator shall be exclusively dedicated to the Project and will meet regularly with the Developer to meet the goals of this MOU.

(e) Use commercially reasonable efforts to post all new jobs needed by the contract awardees to fulfill the jobs through MOED and its One Stop Career Centers and Workforce Partner Network for a period of seven (7) days prior to publicly advertising the openings, which period may be parallel with any period of advertising with the PCWOC (as defined below) if so permitted by applicable law. This will enable MOED to identify and refer qualified City residents to Project contractors and subcontractors as candidates for these job opportunities.

(f) When there are material revisions to the scope of work or its approach to the work which results in a change in the number of workers required for the Project, the applicable Project contractor and subcontractor shall promptly submit an updated Workforce Plan to MOED.

(g) Utilize commercially reasonable efforts to hire Baltimore City residents for substantially all open, Project positions for which they are qualified and give commercially reasonable priority to such residents.

(h) In consultation with MOED, design and produce promotional marketing and informational materials to inform community residents of the Project

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3. YouthWorks. The Developer is committed to engaging and employing working age youth. In furtherance of this commitment, while Local Hiring MOU is in effect, the Developer shall

The City acknowledges that achievement of the Local Hiring Mandate will depend on the compliance with contract terms by contractors and subcontractors, and accordingly will recognize the Developer as having complied with the Local Hiring Mandate if the Developer (i) complies with the Developer Responsibilities, (ii) imposes, where appropriate, the Developer Responsibilities through contracts with contractors and subcontractors, and (iii) uses good faith efforts to enforce the contractual provisions and exercise such remedies as may be available to it, including suspension and debarment. If in Developer's sole discretion a contractor and/or subcontractor wi11fully and/or deliberately attempts to circumvent its obligations to comply with the Local Hiring Mandate, Developer may suspend or bar the contractor from future participation on the Project Infrastructure.

G) Utilize MOED as one of the primary points of contact for open positions on the Project.

(k) Require construction contractor and sub-contractors to provide the MOED and the Developer or the Workforce Intermediary with a Manpower Report in the format attached to this MOU as Schedule D on a monthly basis. The reports shall include the name and address of each employee dedicated to the Project, their job classification and whether they are a new or existing employee, and such other information as may be necessary to demonstrate compliance with this MOU (notwithstanding the form on Schedule D). All Manpower Reports will be compiled by the Developer in an overall local hiring statement, including copies of the individual Manpower Reports and be forwarded on a quarterly basis to MOED and a New Port Covington Local Hiring Advisory Committee for review. The City and Developer agree that no personal information shall be made public through this process, subject to the Maryland Public Information Act.

(I) Participate in the New Port Covington Local Hiring Advisory Committee meetings convened by MOED.

(m) Developer agrees to serve on Baltimore's Workforce Investment Board, as appointed by the Mayor. Developer also agrees to report to the Workforce Investment Board and MOED on workforce development­ related grants, including the name of the grantee and the amount of the award, projected and actual number ofresidents to be enrolled in training programs, the number expected to complete training and placed in employment and the expected average wage to be paid at the job placement.

employment opportunities. These materials will be distributed at Baltimore area community information sessions, Career Centers, faith­ based and community based organizations and educational institutions. The Developer will also work with MOED to jointly host job fairs and hiring halls as planned with MOED.

(i) Actively promote the benefits of hiring Baltimore City residents with its subcontractors and provide information regarding the Employ Baltimore talent pipeline and other MOED and workforce partner resources and services.

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1. Definitions:

(a) "Contractor": An employer engaged primarily in the building and construction industry, that Developer or its Designee in their sole discretion determine is qualified to perform work on a Package for the TIF Infrastructure Project, taking into account (a) relevant experience of the Contractor as a company and the relevant experience of the personnel the Contractor would assign to work on the TIF Infrastructure Project; (b) the adequacy of the Contractor's resources, including without limitation personnel, equipment and finances; (c) the Contractor's prior performance on the TIF Infrastructure Project (if any); and ( d) such other factors as Developer or its Designee deem reasonably appropriate

(b) "Covered Work": All or any portion of the TIF Infrastructure Project that is the subject of requested work for a Contractor.

(c) "Designee": An entity working with or for Developer on a significant element of the TIF Infrastructure Project including a general contractor or a construction manager.

(d) "On-site Workers": Workers employed in a retail or commercial enterprise located in New Port Covington, or on a construction project at New Port Covington.

(e) "Package": Requests for proposals issued by Developer or a Designee which solicits bids from Contractors to perform Covered Work.

(t) "Targeted Resident Workers": Individuals who live in Baltimore's low-income neighborhoods (as designated by MOED) and who are unemployed or underemployed, or who have a history of having difficulty accessing job opportunities.

(g) "TIF Infrastructure Project": The work to be performed with the proceeds of bonds issued under authority of Council Bills 16-0669, 16- 0670 and 16-0671 (the "TIF Bills").

(h) "Workers with Barriers to Employment": Individuals who are Targeted Resident Workers and who have barriers to employment such

C. Additional Commitments. In addition to the commitments made under the Local Hiring MOU, the Developer hereby makes the additional commitments in furtherance of the goals set forth in the Local Hiring MOU:

B. Replacement. The City and the Developer hereby confirm that the Local Hiring MOU is replaced by this Memorandum.

4. Transportation. The Developer is committed to ensuring reliable and affordable transportation to the Project, such as bus service, so that Baltimore City residents are able to the Project's jobs. If during the first five (5) years of construction, reliable transportation options are not available, the Developer will subsidize or otherwise provide transportation, such as jobsite shuttles, to ensure Baltimore City residents have transportation to and from the Project.

fund at least 100 YouthWorksjobs or other comparable positions for young people annually for no less than ten (10 years), beginning in the summer of 2016, at the assumed rate of $1,500 per job (or such higher amount as may result from inflation or changes in the minimwn wage).

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4. Apprentice Programs. Developer and the City agree that in order to strengthen Baltimore City's existing workforce through the use of training programs, contractors and subcontractors performing work on the TJF infrastructure Project will be required to utilize apprentices enrolled in formal apprenticeship programs for a minimum of 12% of the work performed. Each Contractor will be required to strive to meet a minimum 20% goal within the first 5 years of the TIF Infrastructure Project. Developer will work to ensure that 25% of required apprentice-work will be performed by Workers with Barriers to Employment. In connection with such percentages, (a) the calculations shall be based on aggregate work performed, and (b) excluded from such requirements are tasks or elements of work as to

3. Port Covington Workforce Opportunities Center. Developer will establish a Port Covington Workforce Opportunities Center ("PCWOC"), primarily serving Baltimore City residents, through which it will, on each element of New Port Covington developed by Developer or an affiliate, seek new hires by exclusively advertising for a period of at least two weeks (which two weeks, if so required by applicable law, will follow the period set forth in A.2(e) above). In addition, in recognition of the importance of local hiring for permanent jobs, Developer shall work in good faith to achieve the Local Hiring Mandate of having 30% of all On-site Workers being Baltimore City residents, and in furtherance of this mandate, in each lease with a retail or commercial tenant, use good faith and commercially reasonable efforts to require such tenant to commit to a similar exclusive advertising period through the PCWOC. The PCWOC shall be responsible for reporting placement of prospective workers, although employers may choose to self-report on this goal. This requirement will not preclude Developer or any tenant from continuing to hire from within an existing organization through promotions or otherwise.

(a) The education program will include funding of programming related to GED preparation, resume writing and preparation, life skills training (i.e. interview etiquette and professional clothing support), financial management, scholarship and/or small grants, and third-party seminars.

(b) The training program will include trade skills training, professional services skills training, software courses, green technology, and third­ party seminars.

(c) The job placement component will include intake and job placement with employers at the New Port Covington.

(d) The job placement component will include placement in pre­ apprenticeship and apprenticeship programs.

2. Workforce Development Training Center and Related Initiatives. The Developer will provide $25,000,000, in addition to the funding for the Youth Works jobs described above, in total over a l S-year period on workforce development initiatives, including the development, construction, and operation of a Workforce Development Training Center focused on workforce education, job training, retention and recruitment for temporary and permanent positions created by the Project and as a resource for city-wide projects to meet Baltimore City established hiring goals. The Workforce Development Training Center will address education, training and job-placement matters related to the Project, as follows:

as being or having a condition of :(1) homeless; (2) a custodial single parent; (3) receiving public assistance; (4) having a criminal record or other criminal justice system involvement; (5) suffering from chronic unemployment; (6) emancipated from the foster care system; (7) out-of­ work youth; or (8) returning veterans, as established by the Local Hiring Committee.

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6. Port Covinlrton Local Hiring Advisory Committee (the "Local Hiring Committee"). The Local Hiring Committee will be comprised of representatives of, or individuals serving as, the following, each of which will be subject to the Mayor's approval (except as noted below):

(a) The Mayor shall appoint three (3) representatives.

(b) Two (2) representatives from workforce providers.

(c) Two (2) community representatives.

(d) Two (2) faith-based leaders.

(e) One (1) representing the Baltimore City Community College.

(t) One (1) representing the Baltimore City Public Schools Career Technology Education center.

(g) The President of the Baltimore City Council shall appoint one ( 1) representative (Mayor approval not required).

(h) The State Senator from the 461h District shall appoint one ( 1) representative.

(i) Two (2) appointed by Developer.

G) The Comptroller of the City of Baltimore C'Comptroller") shall appoint one (1) representative (Mayor approval not required).

5. Minimum Wages. Developer wiU commit and will require its Designees to commit to pay and enforce a minimum wage of $17.48 per hour plus $5.93 per hour for health and pension benefits (or alternatively in additional wages) for all employees in all trades on the Packages within the TIF Infrastructure Project. This minimum wage does not apply to agreed-upon apprentice wages as addressed in subsection 4 above.

(a) to work with Contractors to develop a pre-apprenticeship program or in the alternative utilize an existing pre-apprenticeship program within one year of signing of the TIF Bills. The goal of the pre-apprenticeship program will be to recruit Workers with Barriers to Employment and provide them with the basic skills to ensure their success in a registered apprentice program;

(b) to require Contractors to agree that, prior to a conditional offer for hire, Contractors will neither ask nor independently research a job applicant's criminal background unless required by law or based upon a good faith effort to (a) hire individuals in an effort to meet Workers with Barriers to Employment goals, or (b) the position is of such sensitivity that a background check is required; to that end, Contractors will be educated regarding the desire of the parties to provide opportunities for successful re-entry and re-engagement for persons with criminal histories; and

(c) to provide resources to Contractors to assist them in meeting Workers with Barriers to Employment goals, to include screened job referrals, training and mediation, as requested by the Contractor; nothing in this section requires a Contractor to hire an individual if a legitimate concern for work-place safety is indicated based on a review of a criminal record.

which no apprentice programs exist. In furtherance of these goals and others in this Memorandum, Developer agrees:

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1. MWBD Responsibilities. MWBD will strive to ensure that minority and women- owned business ("M/WBE") have access to business and contracting opportunities made available throughout the life of the Project. To maximize the achievement of this goal, MWBD will:

(a) The Developer and MWBD will collaborate and identify potential M/WBE protege firms to (i) be assisted with building capacity and growth and (ii) receive technical and management assistance through the Baltimore City Mentor/Protege program. The goal is to develop meaningful business relationships that can lead to mutually beneficial business on future projects.

(b) Market to M/WBEs for prime contracting and sub-contracting opportunities throughout the life of the Project. This service provides M/WBEs with stability in the Project.

(c) Work with the Developer to ensure all contracting opportunities for the Project are coordinated with local M/WBEs in order to leverage the broad range of businesses and services available through M/WBEs.

( d) Attend and provide presentations at vendor open house events, pre-bid meetings, and outreach events to subcontractors, consultants and on site subcontractor meetings to promote M/WBEs and to collect information on opportunities available from these entities.

A. Existing Commitments. Under the New Port Covington Supplier Diversity Memorandum of Understanding dated as of April 20, 2016 (the "Supplier Diversity MOU''), Developer and the City, acting by and through the Mayor's Office of Minority and Women-Owner Business Development ("MWBD"), have made certain commitments, elements of which have now been enhanced and improved. Accordingly, Developer and the City have agreed to amend and fully restate the Supplier Diversity MOU, and therefore the terms of the Supplier Diversity MOU are replaced with the following:

D. New Port Covington Supplier Diversity Memorandum of Understanding.

9. Enforcement. Pursuant to Section 27-10 of the Local Hiring Law, the Board of Estimates, on recommendation from MOED, may impose penalties of debarment and fines for intentional violations of the Local Hiring Law.

(a) Standards by which to measure compliance with local hiring requirements.

(b) Compilations of achieved compliance.

(c) Logs or other compilations of infrastructure packages and bidding opportunities.

(d) Logs or other compilations of contractors and subcontractors working on Project Infrastructure.

8. Records. Developer, working with an auditor from or working for the Comptroller's office (the "City Auditor"), will establish and maintain certain records and databases, including the following:

7. Local Hiring Committee Actions. The Local Hiring Committee may identify to Developer and the Comptroller employers for investigation to determine compliance with local hiring requirements and goals.

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(d) Participate in the City's Mentor/Protege Program throughout the life of the Project. This includes, but will not be limited to, the selection of a minimum of five (5) minority or women-owned companies to be mentored.

(e) Size contracts to the greatest extent practicable so that M/WBEs can successfully compete to enlarge the pool of M/WBEs with the opportunity to bid on contracts.

(t) Create an on-going outreach program to attract other companies at New Port Covington throughout the life of the Project to do business with M/WBEs and other local Baltimore-based companies. Encourage businesses located at New Port Covington to participate in "buy local" initiatives.joint ventures and M/WBE ownership.

(g) Support small, minority and women-owned business access to technical training, access to capital and access to mentors.

(h) Hire an independent, third-party consultant or auditor to monitor, measure, and evaluate the Developer's achievement of M/WBE inclusion goals and local hiring goals throughout the duration of the Project, copies of which will be provided to the City.

(i) Submit monthly reports to the Mayor and City Council, which report on the Project's M/WBE inclusion results unless a more infrequent schedule is agreed to by the Developer and MWBD. At minimum, the reports will include a description of what contracts were advertised, all bid awards, including total awards and M/WBE awards; M/WBE firms that were awarded contracts, and all award payments (including total payments and M/WBE payments).

(i) Participate in a quarterly advisory group meeting of leaders in minority and women business representation, led by MWBD (such as: MWBOO, Maryland Washington Minority Contractors Association, Maryland Minority Contractors Association, Capital Region Minority Supplier Development Council, Associated Builders and Contractors, Women's Business Enterprise National Council, local chambers of commerce) to: (a) monitor and discuss project status and outcomes, (b) identify best practices and strategies for maximizing opportunities for M/WBEs on the

(a) Adhere to the goals and guidelines set on the Project as developed by the Minority and Women's Business Opportunity Office ("MWBOO").

(b) Work with MWBD and the advisory group described in item G) below to develop goals and guidelines for non-construction portions of the Project.

(c) Advertise all contracting opportunities available during the Project through a website (or other publicly-available technology) by size of contract.

2. Developer Responsibilities. Developer is committed to promoting diversity to the greatest extent possible by including and recruiting M/WBEs throughout the life of the Project. The Developer will:

(e) Utilize a database of qualified M/WBEs to identify appropriate referrals for bid and contracting opportunities.

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4. Business Empowerment Program. Developer will institute a MBE/WBE/Section 3 Business Empowerment Program to provide technical and financial assistance to assist businesses with marketing, branding, and/or business development.

3. Business Expansion Program. Developer will create and/or sponsor a MBE/WBE Business Expansion program designed to assist small business owners with expansion of their companies.

2. Implementation of MBE/WBE Goals. Developer further agrees to use commercially reasonable and diligent efforts to meet and exceed any goals set by the City of Baltimore for the utilization of minority (27% is set by the Existing Agreements) and women-owned (10% in the Existing Agreements) businesses in the TIF Infrastructure Project. Developer and the City will coordinate efforts to recruit, inform and support City-certified WBE/MBE contractors in their efforts to attain work on the TIF Infrastructure Project. If in Developer's sole discretion a Contractor willfully and deliberately attempts to circumvent its obligations to hire W/MBE contractors, Developer may suspend or bar said Contractor from future participation on the TIF Infrastructure Project. For those contracts covered by this commitment, certified payrolls from Contractors will be required. The payrolls and certifications will be audited by the Baltimore City Auditor or the Monitor as part of this Memorandum, or such other auditor as may be agreed upon by the parties (to be performed at Developer's expense) as well as the Mayor's Office of Economic Development on a monthly basis.

I. Loan Fund. Developer will dedicate $10,000,000 in total over a 12-year period (subject to extension if suitable investments are not identified in that period) towards a Minority, Women and Small Business capacity-building loan or equity fund for investment into minority and women­ owned companies in Baltimore City (the "Fund"), including approximately $1,600,000 towards a micro­ lending program to provide 0% loans to Baltimore City entrepreneurs which shall be administered by the City of Baltimore Development Corporation ("BOC").

C. Additional Commitments. In addition to the commitments made under the Supplier Diversity MOU, the Developer hereby makes the additional commitments in furtherance of the goals set forth in the Supplier Diversity MOU:

B. Replacement. The City and the Developer hereby confirm that the Supplier Diversity MOU is replaced by this Memorandum.

Project, (c) build capacity of existing M/WBE firms, and (d) recruit new M/WBEs to Maryland and Baltimore. The Developer will collaborate with MWBD to establish advisory group participants and agenda.

(k) Include "maker space" and innovation spaces at Port Covington, with the goal of achieving an advanced manufacturing ecosystem that attracts diverse high-tech manufacturing and technology companies and entrepreneurs including M/WBE's, focused on design and fabrication, fitness and nutrition, and energy.

(I) Utilize MWBD as one of the primary points of contact throughout the life of the Project. Work with MWBD to actively promote the benefit of utilizing M/WBEs on this Project.

(m) Engage and inform all of Developer's development partners of the commitment to inclusion of minority, women and small businesses in the Project.

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3. Further, the Developer is broadly committed to diversity and inclusion and espouses the following goals ~or New Port Covington:

(a) To contribute significantly to Baltimore's economic development by creatingjobs and business opportunities for Baltimoreans;

(b) To establish and maintain communication feedback loops that ensure transparency and build trust;

(c) To sponsor job-readiness and entrepreneurial bid-readiness to include more fully diverse groups of workers and community-based contractors;

(d) To facilitate participation among diverse and local vendors and suppliers;

2. Regardless of the Commissioner's exemption determination, the Developer strongly supports the policy of the City to encourage economic diversity and balanced neighborhoods by promoting the inclusion of housing opportunities for residents with a broad range of incomes. Therefore, the Developer is committed to providing a range of housing types and options at New Port Covington, and to encouraging and supporting the development of New Port Covington as a mixed-income community for residents at a wide range of income levels.

1. The issuance of TIF Bonds for the Project Infrastructure requires a residential project within Port Covington benefitted by the Project Infrastructure to include affordable housing units pursuant to Article 13, Subtitle 2B of the Baltimore City Code (the "lnclusionary Housing Requirements"). However, pursuant to the Inclusionary Housing Requirements, the Commissioner of Housing has determined that, because the cost to provide units exceeds the amount of resources available to the City, New Port Covington is exempt from the Inclusionary Housing Requirements as indicated in the Department's Memorandum of Determination attached to the Inclusionary Housing MOU as Exhibit A.

A. Under the Memorandum of Understanding Regarding lnclusionary Housing in Port Covington dated as of April 20, 2016 (the "lnclusionary Housing MOU"), Developer and the City, acting by and through the Department of Housing and Community Development, recited the following findings:

m. New Port Covington lnclusionary Housing Memorandum of Understanding.

8. Real Estate Minority Development Developer agrees to provide opportunities for minority real estate developers to obtain sites for commercial, office and residential projects.

7. Equity Participation. Developer agrees to provide minority investors the opportunity to have meaningful equity participation in the New Port Covington.

6. Discounted Leasing. To the extent permitted by applicable Jaws, Developer will provide retail and office space for small business enterprises at a discounted rate, with a particular goal of increasing MBE and WBE occupancy.

5. Technical Assistance. Developer will provide technical assistance to support businesses with certification processes, contracting readiness, contracting partnerships and access and notification of Project opportunities.

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If the Developer is unsuccessful in its LIHTC applications, it shall not be required to construct units affordable to households whose annual income is at or below 60% but shall fulfill the Affordable Housing Requirement by the development and construction of Affordable Housing which is affordable to households whose annual income is at or below 80% of AMI, provided they can be constructed on a financially reasonable basis.

(b) Units Affordable to Households at or Below 80% of Area Median Income

(ii) The City shall (a) make housing program resources available, subject to funding availability, approval by the Board of Estimates, and compliance with federal, state, and local law, programmatic requirements and guidelines, and (b) support any applications by projects within the Port Covington Development District for LIHTCs or other programs which are competitive and/or require local governmental support.

(i) The Developer shall use commercially reasonable efforts to apply for federal Low Income Housing Tax Credits ("LffiTCtt) and other financial support for housing development to produce residential units at New Port Covington which are affordable to households whose annual income is at or below 60% of Area Median Income for the Baltimore metropolitan region ("AMI"), as established by the United States Department of Housing and Urban Development (in accordance with LIHTC program requirements, as amended from time to time), including units affordable to households whose annual income is at or below 50% of AMI (the "50% Units"). The number of 50% Units shall be no less than five percent (5%) of the Total Affordable Units (as defined in section B.1 below). Any market studies prepared in connection with pursuing LIHTC shall take into consideration waiting list data compiled by the Housing Authority of Baltimore City.

(a) Units Affordable to Households at or Below 60% of Area Median Income

I. Requirement. Ten percent (10%) of all residential units (the "Base Affordable Units") within the Port Covington Development District, as defined by City ordinance, shall meet the affordability requirements of this Section A (the "Affordable Housing Requirement"). Housing which fulfills the Affordable Housing Requirement is referred to herein as "Affordable Housing". The Affordable Housing shall be (a) primarily one bedroom, two bedroom and three bedroom units, or as otherwise agreed upon by the parties; (b) constructed of comparable quality and design as other residential housing constructed within New Port Covington; and (c) be managed in accordance with the same standards as the other residential housing within New Port Covington.

"A. On-Site Affordable Housing Requirement.

B. The Developer and City have agreed to amend and fully restate the Inclusionary Housing MOU to evidence enhanced commitments by the Developer regarding housing at New Port Covington, including increasing the Affordable Housing Requirement (defined below) from I 0% to 20%, and therefore the terms of the Inclusionary Housing MOU are replaced with the following:

(e) To develop sustainable partnerships with local community members, multilevel governmental agencies, non-profit organizations, service organizations, and other key stakeholders;

(f) To engage all of New Port Covington's development partners and future tenants/owners; and

(g) To include housing opportunities for resident within a broad range of incomes.

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(b) Notwithstanding Section A.2 above, the Required Fund Payment for each off- site unit shall be as set forth below, until such time as applicable ~resholds are achieved in a profit-

(a) The amount of on-site units within New Port Covington shall be no Jess than sixty percent (60%) of the Total Affordable Units; in other words of the 20% of units that are to be Affordable Housing, at least 12% must be located on-site and no more than 8% can be off-site.

1. Requirement. In addition to the Affordable Housing Requirement within the Port Covington Development District described in Section A above, the Developer shall provide or cause to be provided, inside or outside the Port Covington Development District, additional Affordable Housing units equal to ten percent (10%) of all residential units within the Port Covington Development District (the "Supplemental Affordable Units"). This requirement may be satisfied by the Developer's direct project development, participation in a joint venture, equity investment, or other material financial commitment, so long as the required number of additional Affordable Housing Units is produced. The Supplemental Affordable Units (which together with the Base Affordable Units constitute the "Total Affordable Units") shall be subject to the Affordable Housing Requirement of Section A. except to the extent set forth below.

B. Supplemental On-Site or Off-Site Affordable Housing Requirement.

4. Payment. Upon the completion of each 750 units, the parties agree to "true-up" the calculations required by this MOU, and the Developer shall make any required payments into the Fund at such time within 30 days after such mutually agreed-upon determination.

3. Phasing. To the extent the Affordable Housing Requirement is achieved within a defined phase of New Port Covington, no further Required Fund Payments shall be paid for the development of the remaining units within the phase. To the extent the Affordable Housing Requirement is exceeded in a phase, or the offset values exceed the amount payable into the Fund, (i) the excess number of units will be applied in determining the Inclusionary Housing Requirement for the subsequent phase or phases, and (ii) the excess offset values wiJI be appJied in determining the payment obligations for the subsequent phase or phases.

For Un its Between Fee per Unit

1-750 $ 40,000.00

751-1500 $ 44,000.00

1501-2000 $ 48,000.00

2001-2500 $ 52,000.00

2501-3000 $ 56,000.00

Over 3000 $ 60,000.00

2. Required Fund Payment. If Affordable Units cannot be constructed on a financially reasonable basis, the Developer shall instead make a mandatory payment (the "Required Fund Payment") to the lnc\usionary Housing Offset Fund established by Section 28-61 of the Inclusionary Housing Law (the "Fund"), as follows. For each Affordable Housing unit that would otherwise have been required, Developer shall pay the following Required Fund Payment:

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2. Developer Subsidized Affordable Housing Units which are offered for rental at not more than 60% of AMI, (I) receive a credit per the schedule in Section A(2) against the amount required to be paid into the Fund (i.e. each such Developer Subsidized Affordable Housing Unit provided among the first 750 residential units will reduce, by $30,000, the amount otherwise payable into the Fund for those first 750 residential units), (ii) shall apply to the Affordable Housing Requirement for the phase

1. The offset value of each Developer Subsidized Affordable Housing Unit not utilizing LIHTC shall be computed based on AMI established by the United States Department of Housing and Urban Development in such fiscal year and the projected market rents for such unit based upon the calculation method used to calculate the City's cost to fully offset the financial impact as used in Exhibit A. Rental assistance and other forms of subsidy will be taken into consideration in calculating the offset.

In lieu of and as an offset to the Required Fund Payment, the Developer may count the value of any unit subsidized directly by the Developer (each, a "Developer Subsidized Affordable Housing Unit") as a contribution under this MOU, subject to the following terms and conditions:

C. Offsets to Required Fund Payment for Developer Subsidized Affordable Housing Units

3. First Project. Developer agrees to use diligent and good faith efforts to identify and support the development of an off-site LIHTC project (the "First Project") within twenty-four (24) months after approval of the TIF Bills. Such a project, and other off-site projects, will be sited with a preference for, but not a limitation to, locations that do not further concentrate poverty, as determined by Developer. In no event would Developer's financial involvement with the First Project or other off-site projects post-date the relevant project's successful application to the Maryland Community Development Administration for LIHTC.

2. 30% AMI. Developer agrees that ten percent (10%) of the Total Affordable Units either at New Port Covington or off-site shall be units affordable to households at or below thirty percent (30%) of Area Median Income, so long as the Housing Authority of Baltimore City, the City, or other eligible entity, makes available to Developer project-based housing vouchers or other assistance of equivalent economic value.

For Units Between Fee per Unit

1-750 $ 30,000.00

751-1500 $ 34,000.00

1501-2000 s 38,000.00

2001-2500 s 42,000.00

2501-3000 $ 46,000.00

Over 3000 $ 50,000.00

sharing agreement between Developer and City, and as a result of exceeding such thresholds, profits are being shared between Developer and the City. From and after such time, the schedule set forth in Section A.2 above shall apply, but until such time, the following schedule shall apply:

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I. Workforce Development. Developer and affiliates will commit a minimum of $10,000,000 over five years towards citywide programs and initiatives focused on education, workforce development, youth, empowerment, as well as other priorities of Port Covington's neighboring communities (the "Letter Agreement City-Wide Commitment"). As part of this, Developer will fund at least 100 Youth Works jobs or other comparable positions for young people annually for no less than ten ( I 0) years, starting in the summer of 2016 as set forth in Part I of this MOU. Developer will also be investing in other local community priorities, programs, and initiatives.

A. Existing Commitments. Under that certain letter to the Mayor of the City, dated April 20, 2016, Developer made the following additional commitments:

IV. Existing Letter Agreement.

Within six months of the date hereof, the parties shall negotiate and execute an agreement setting forth the terms under which (a) the Developer will report on the status of residential construction, including both on-site and off-site Affordable Housing, and {b) the City will monitor and enforce the income and occupancy requirements of all such units. The Commissioner of Housing and Community Development shall have authority to execute such agreement with approval by the Board of Estimates."

E. Monitoring and Compliance.

1. Developer will affirmatively market affordable residential units constructed within New Port Covington to Baltimore City households who are considered least likely to apply for such units, including (a) those on the City's Section 8 waiting list, (b) families with children who utilize a Housing Choice Voucher, and (c) families with children whose incomes are at or below 50% of AMI, but who do not utilize a Housing Choice Voucher, and to working class families that are not otherwise targeted.

2. Developer is committed to including families of all incomes at New Port Covington and accordingly will seek to develop, or have developed, units at all income levels.

3. Developer is committed to developing a mixed-income community at New Port Covington and will, where feasible, integrate Affordable Housing Units with market-rate units in buildings and neighborhoods throughout New Port Covington.

D. Targeted Marketing and Mixed-Income Development. -

3. The Developer Subsidized Affordable Housing Units shall be leased to tenants earning no more than 80% of AMI for a minimum thirty (30) year period of affordability. The Developer shall have the option to shorten the period of affordability no earlier than fifteen ( 15) years after the date of initial occupancy by a tenant earning no more than 80% of AMI or at the time of sale of any building in which an on-site Affordable Housing unit is located, whichever is later. The Developer shall pay a cash contribution to the Fund prior to exercising this option. The amount of the cash contribution shall be calculated by pro rating the amount of the original offset value of each on-site Affordable Housing unit over the number of years remaining of the thirty-year period of affordability.

under development, and (iii) to the extent in excess of the Affordable Housing Requirement, be available to credit to the next phase of development.

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2. Recreation Center. Developer has dedicated, or will dedicate, $5,000,000 in 2016 for the renovation of a center for recreation, entrepreneurship, and workforce development at Pleasant View Gardens in the Target Investment Zone (East Baltimore).

1. Community Athletic Facilities and Programs. Developer will renovate community athletic facilities and to support community athletic programs, in part with proceeds from the Fight for Children Fundraiser.

B. Sports and Recreation.

3. After-School and Summer Programming; Other Educational and City-wide Priorities. Developer will dedicate $7,680,000 in total for after-school and summer programming and other educational and City-wide priorities.

2. Community Schools. Developer will dedicate $1,000,000 in total over five years for scholarships for students at Baltimore City community schools serving high-need students.

I. BCPS Scholarships. Developer will dedicate $1,000,000 in total over five years for scholarships for Baltimore City Public Schools students.

A. Youth and Education. Developer will dedicate the following funds for the benefit of youth and education initiatives in Baltimore City. Some of these funds will be administered in partnership with public foundations or philanthropic institutions focused on impacting Baltimore City and recommended by the Steering Committee (as discussed below).

V. Additional Commitments. In addition to the commitments of Developer set forth in the Existing Agreements, as restated in this Memorandum, and the additional commitments in connection with the Existing Agreements set forth herein, the Developer hereby further makes the additional commitments to the City set forth below. The additional commitments set forth herein may be funded from the SB6 City-Wide Commitment, or the Letter Agreement City-Wide Commitment, or from additional funds contributed or otherwise raised by the Developer or its Affiliates, as determined by an advisory board to be created.

B. Replacement The City and Developer hereby ratifies and confirm that the the Existing Letter Agreement is replaced by this Memorandum.

3. Sustainabilitv. Developer is committed to an aggressive sustainability and environmental action plan that will clean up the Middle Branch, once a major recreational waterfront resource for Baltimore that has fallen into disuse. Developer will remove the trash clogging its shores and help prevent additional trash from accumulating in this underappreciated natural environment. In addition, Developer's redevelopment plan includes high-performance buildings featuring best practices in energy and water-efficiency, renewable energy, and other sustainable building features.

2. Transportation. In recognition of the transportation challenges faced by many City residents, Developer is committed to ensuring access to reliable and affordable transportation to New Port Covington's jobs as stated in Part I of this MOU. This includes subsidizing or providing transportation, such as jobsite shuttles, to ensure that City residents can get to and from the many employment opportunities that will be created at New Port Covington.

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G. Community Initiatives. Funds from the SB6 City-Wide Commitment, which are expected to equal approximately $10,000,000 in funding over a 20-year period, will be dedicated to community and/or faith-based initiatives supporting programs such as adult day-care, affordable housing, after-school programs, day-care, GED programs, and summer programs. Some of these funds will be administered in partnership with public foundations or philanthropic institutions focused on impacting Baltimore City.

F. SB6 Local Initiatives. Pursuant to the SB6 CBA, Developer has committed to approximately $39,000,000 in funding over a 20-year period to address priorities within the SB6 communities identified by the SB6 Coalition.

E. Dedication of Public Space. Developer will dedicate more than 50 acres of land at the New Port Covington for public use as parks, open space and rights-of-way. Based on current plans for the layout of the public spaces and rights-of-way, and on expenditures for property acquisitions to date, the land for public use that will be dedicated from the property currently owned by Developer is expected to constitute approximately $35,400,000 in land value. Developer will also provide on-going landscaping, lighting and maintenance for the public land.

3. Public Art. Developer will provide investment in public art at the New Port Covington as a continuing benefit. Art can be both traditional free standing pieces (murals, statutes, fountains, etc.) and virtual, digital and other projects integrated into the design of New Port Covington.

2. Community Facilities. Developer will provide for a large designated community meeting room at the New Port Covington (or other location convenient for the community) that would be available for large events for the local community.

I. Neighborhood Art Cooperative. Developer will provide space at the New Port Covington for a neighborhood art cooperative space at reduced rates.

D. Arts and Culture.

3. Farmer's Market and Urban Farming. Developer will institute a Community Farmer's Market Program that integrates a seasonal farmer's market in open space within New Port Covington and neighboring communities. As a part of the Community Farmer's Market Program, Developer will support and provide funding for urban farming.

2. Environmental Justice. Developer will commission and finalize studies of the development of the Project to ascertain prior and reasonably projected environmental justice impacts to the local community to help inform development of the Project.

l. Anti-Litter Campaign. Developer will provide the resources to fund a neighborhood-managed community anti-litter campaign in coordination and partnership with the City's Department of Public Works. These resources shall include consultant funding to develop a program and necessary metrics, based on the best practices for local communities. The campaign shall also be a subset of the litter program required by the EPA Storm Water Pollution control plan.

C. Environment.

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A. City Audit. The City, utilizing the "Monitor" described below, will review and confirm the compliance by Developer with the terms of this Memorandum, and will be provided with access to such documents as will enable the Monitor to perform his or her functions. Developer will maintain records for at least six (6) years after completion of each applicable element of the Project.

VII. City Audit and Review.

C. Role of the Steering Committee. The Steering Committee will (i) monitor and evaluate the implementation and execution of this Memorandum to ensure that communities throughout Baltimore share in the economic, educational, cultural, environmental, and social benefits associated with New Port Covington, and (ii) recommend public foundations or philanthropic institutions to administer some of the funds dedicated under the "Youth and Education" and "Community Initiatives" sections of this Memorandum, provided that the donors of such funds shall make the final determination as to how they are administered.

B. Establishment of Steering Committee. The Developer will work with the City collaboratively and in good faith to form a "New Port Covington Steering Committee" (the "Steering Committee"), with members selected by both the City and Developer. The Mayor, the City Council President and the Comptroller shall each have at least one appointee on the Steering Committee. The Developer and the City will work collaboratively to establish reasonable by-laws and rules for the Steering Committee.

A. Stakeholder En2ae.ement Meetings. The Developer is committed to on-going engagement with the local community throughout the planning and development of the New Port Covington project. To that end, the Developer will convene semi-annual community forums, rotated through the six SB6 communities but open to the general public, to allow community members to receive information, express opinions, influence decisions and provide valuable feedback on matters concerning the New Port Covington project.

VI. Public Eneagement

3. In the event Developer wishes to proceed with an issuance of TIF Bonds and there is a projected negative impact to school funding as a direct result of New Port Covington, Developer will work with the City's Department of Finance to structure the bond issuance to mitigate the negative impact. Developer will not request any TIF Bonds to be issued if there is a projected negative impact on State education funding for Baltimore City Schools, unless there is in place a plan or method to mitigate the projected negative impact

2. Developer will work with the City during the 2017 General Assembly Session to advocate for the passage of legislation that will ensure Baltimore City state education funding is not cut due to the increases in property values associated with New Port Covington.

1. Developer agrees to work with Baltimore City Public Schools, school coordinators and service providers, neighborhood associations and other stakeholders to come up with a plan that will include improving the educational resources available to all children in the communities of Cherry Hill, Westport, Brooklyn and Curtis Bay. In the event that a new school is built, Developer will work with stakeholders to ensure that the socioeconomic diversity of residents will be served by this school and immediate neighborhoods will benefit from the offerings.

H. Education.

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G. Recording. This Memorandum shall not be recorded among the land records of Baltimore City.

F. Amendment This Memorandum may not be modified, amended or otherwise altered except by written amendment executed by the parties and approved by the Baltimore City Board of Estimates.

E. Entire Agreement This Memorandum contains the entire agreement of the parties with respect to the subject matter hereof, and any representation, inducement, promise or understanding between the parties with respect to the subject matter of this Memorandum that is not embodied herein shall be null and void and of no further force or effect.

D. Governing Law. This Memorandum and the rights and obligations of the parties hereunder shall be governed by, and construed, interpreted and enforced in all respects in accordance with the laws of the State of Maryland.

C. Developer Commitments. Any of the Developer commitments, whether monetary or nonmonetary, may be fulfilled by the Developer directly, or by other parties acting at the direction or request of the Developer. Funds may be contributed directly by the Developer, its affiliates, or other parties, or raised from philanthropic organizations, affiliates and other outside sources.

B. Representations and Warranties. Each of the parties represents and warrants that: (a) it has authority to enter into this Memorandum and carry out the actions and responsibilities contemplated hereunder; and (b) the execution, delivery, and performance by such party of this Memorandum has been duly authorized by all necessary corporate or other action, and this Memorandum is valid and binding upon, and enforceable against the party in accordance with the applicable terms hereof.

A. Contingent on Issuance of TIF Bonds. Developer's commitments under this MOU are contingent and conditional on the approval of the TIF Bills, without change in budget or scope, by the. City and issuance of the TIF Bonds for the Project Infrastructure.

IX. Miscellaneous.

A. Term of the Memorandum. The term of this Memorandum shall be thirty (30) years from the issuance of the first tranche ofTIF Bonds (the "Term").

VIII. Term.

C. Amount of Funding. Developer will provide $151,000 annually, for a period of at least twenty (20) years, which amount shall increase with any cost-of-living adjustments generally provided by the City to employees at the Level 3 Auditor level.

B. Developer Funding. Consistent with the letter agreement dated August 19, 2016 from Developer to the Office of the Comptroller, Developer agrees to fund a Level 3 Auditor in the Office of the Comptroller (the "Monitor") to perform the functions described in paragraph A. above. At the City's discretion, the role of the Monitor may (a) be expanded to review and monitor all related issues that may arise in connection with the TIF Bonds, and (b) be performed by more than one person and may be a shared responsibility between and among multiple Level 3 Auditors. However, the Monitor's primary function and responsibility shall be to perform the audits required hereunder and such audits shall be performed on a timely basis.

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{Remainder of page intentionally left blank]

H. Binding Effect. This Memorandum shall be binding upon, and inure solely to the benefit of, the parties hereto and their respective successors and their assigns, and is not intended to and does not confer rights to or impose obligations on any third parties.

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~h.JDI J~ ~ Dat. SEP 1 4 2016

APPROVED BY THE BOARD OF ESTIMATES:

APPROVED AS TO FORM AND LEGAL SUFFICCENCY

THIS 8h1DAYOFH~2016

J.~~A'et. Chief Solicitor ,

CITY:

MAYOR AND CITY COUNCIL OF BALTIMORE

By: (1,?0tJe,,aL{ Name: Marc Weller Title: President

SAGAMORE DEVELOPMENT COMPANYt LLC, a Maryland limited liability company

SAGAMORE: ATTEST:

IN WITNESS WHEREOF, the undersigned have executed this Amended and Restated Consolidated Memorandum of Understanding as of the date first written above.

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Exhibit A

[Attached lnclusionary Housing Law Waiver Memo from Baltimore Housing, with attachments]

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Dear Mr<Po~:

Thank you for ,ubn:iJttl~g ·~clo'pmcsit ~ ~~cing Information 10 Baltlinorc ~oll$b~a for lh~ follow:lng ~ject: · . - . . ·

Port Covington B~tJ,more M~d

B• oil Jbi ipaterili yo~· pre~lited, Bahhnorc H~ustng do~ that the project Is subjiid to tf?e ~remmits.oi A~lclo 1 l Subtitle 28, Incl~imwy . Housing Requln:men~ Biltimoro Hou•fn11 conduc:tcd11 n:vii:w of the financial information you pre,sentca.-:alfac!ied io. this tcttct; ·a,Jd conclud~ that lnc!USK1nary Housing requlmm:mts tor this project exceed lhi:l lllowed thnishold amount! ldentllled in S1:etion_ 2B--2l (1){2)(i); .li111pdl!f!Jd, thc.e;osc lo pn>vldc w,its exceeds the amount of resources. avalla!:,le to :Baltlmore11ouslug. The project i, therefore exempt from tho rcqul~ls under Secij9n ~2J(d)(1). ·

you for your work in Baltimore. lC(hf/to ~ any addltlonal.questlo~ . contact Kevin ffaberf, Voucher SpaciaJl,t .at4JO-J96-4203. ·

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Baltimore Ethical Society Bethany Baptist Church Brown Memorial Park A venue Presbyterian Church Episcopal Cathedral of the Incarnation Child First Authority - Barclay Elementary/Middle School Child First - Calvin Rodwell Elementary School Child First - City Springs Elementary/Middle School Child First - Furman L. Templeton Elementary School Child First - Guilford Elementary/Middle School Child First - Hilton Elementary School Child First - John Eager Howard Elementary School Child First - Liberty Elementary School Child First - Robert W. Coleman Elementary School Child First - Westside Elementary School Child First

Epiphany Episcopal Church Darley Park Neighborhood Association Dickey Memorial Presbyterian Church Dickeyville Community Association First & Franklin Presbyterian Church Grace Presbyterian Church Gwynn Oak United Methodist Church Harlem Park West Community Association Immaculate Conception Catholic Church Intersection of Change Irvington Community Association Re-BUILD Johnston Square Kingdom Life Church KIPP Harmony Academy KIPP Ujima Academy Koinonia Baptist Church Memorial Baptist Church New All Saints Catholic Church No Boundaries Coalition Northside Baptist Church Olivet Baptist Church Project PLASE Roland Park Elementary/Middle School Salem Lutheran Church St. Cecilia Catholic Church St. Francis Xavier Catholic Church St. Joseph Freewill Baptist Church St. Joseph's Monastery St. Matthew Catholic Church

Baltimoreans United in Leadership Development ("BUILD"), lead negotiator on behalf of the following members:

[List of Community Participants]

ExhibitB

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ABC Baltimore AFSCME Maryland Council 67 Alpha Phi Alpha Apploi Associated Black Charities Association of Baltimore Area Grantmakers Baltimore City Community College Baltimore Community Foundation Baltimore Greenway Trails Coalition Baltimore Industrial Group Baltimore Integration Partnership Baltimore Integration Partnership/ABAG Baltimore Joint Apprenticeship Training Council Baltimore Rowing Club Baltimore's Promise Blue Water Baltimore Boilermakers Local 193 Boys and Girls Clubs of Metro Baltimore BUILD-Turnaround Tuesday Carroll Camden Business Aassociaiton Carver Vocational-Technical High Center for Urban Families Cherry Hill Community Coalition Cherry Hill Ministerial Alliance Cherry Hill Trust Chesapeake Bay Trust The Choice Program at UMBC, Choice Jobs Citizens for a Better Brooklyn City Life Builders Civic Works YouthBuild in partnership with the Mayor's Office of Employment and Development Community College of Baltimore County Community of Curtis Bay Concerned Citizens for a Better Baltimore Concerned Citizens for a Better Brooklyn Coppin Heights CDC Coppin State University

With additional input from the following:

St. Veronica Roman Catholic Church Temple Oheb Shalom Trinity Baptist Church Zion Baptist Church

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Created For So Much More Worship Center Curtis Bay Community Association Delta Sigma Theta Board of Directors Downtown Partnership Downtown Sailing East Baltimore Development, Inc. Edmondson West Side high school Enoch Pratty Library Enterprise Community Partners Federal Hill Neighborhood Association France-Merrick Foundation Frankford Improvement Association Freedom Temple AME Zion Church Friendship Baptist Church Goldseker Foundatoin Goodwill Industries of the Chesapeake Greater Baltimore Urban League Humanim IBEW Local 24 lnterdenom inational Alliance Interdenominational Ministerial Alliance (Metropolitan Baltimore) International Union of Elevator Constructors Local 7 JAC Iron Workers District Council of Mid-Atlantic States lronworkers Local 16 Ironworkers Local 16 Apprenticeship and Training Israel Baptist Church Jane Addams Resource Corporation Jobs Opportunities Task Force Johns Hopkins University Kappa Alpha Phi fraternity Key Highway Community Association Lakeland Community Coalition Lawyers Committee for Civil Rights Under Law Leadership of South Baltimore Community Assocations LiUNA! Living Classrooms Living Classrooms Foundation Locust Point Civic Association Macedonia Baptist Church Maryland Center for Construction Education & Innovation Maryland New Directions Maryland Non-Profits Maryland Washington Minority Companies Association

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Maryland Department of Labor Licensing & Regulation Mayor's Office of Employment Development Mayor's Office of Employment Development, The Re-entry Center Mergenthaler Vocational-Technical High School Mid-Atlantic Carpenters' Training Centers Mondawmin Coordinating Council Morgan State University Mt. Pleasant Baptist Church Mt. Winans Community Association Mt. Zion Baptist Church National Federation of the Blind New Psalmist Baptist Church New Shiloh Baptist Church Office of the State's Attorney for Baltimore City Omega Psi Phi fraternity One Baltimore Operating Engineers Local 3 7 Apprentice Training School Our Daily Bread Employment Center Painters and Allied Trades Pauls Place Outreach Plumbers & Steamfitters Local Union 486 Port Discovery Museum Potential Me President's Roundtable Project JumpStart (of Job Opportunities Task Force) Reach High I Baltimore Rowing Club REACH! Reading Partners Riverside Neighborhood Association Ronald McDonald House Roofers & Waterproofers Local 30 Second Chance Serving Talent Sharp-Leadenhall Baptist Church Sharp-Leadenhall Planning Committee South Baltimore Partnership Southern Baptist Church Strong City Baltimore The Annie E. Casey Foundation The Baltimore Chapter of the Links Incorporated The Brain Trust- The Associated Black Charities The Harbor City Chapter of the Links Incorporated The Patapsco River Chapter of the Links Incorporated

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Union Baptist Church University of Baltimore University of Maryland Baltimore County Vehicles for Change Visit Baltimore Waterfront Partnership Westport Neighborhood Association YearUp YMCA

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Connecting the Workforce MOED has One-Stop Career Centers and Community Job Hubs in Baltimore City where job seekers with a wide range of occupational skills, educational backgrounds and work experiences access employment and training opportunities. MOED's Business Services staff will work with your company to coordinate recruitment and match qualified jobseekers based upon your skill requirements. All applicants are pre-screened by MOED's professional staff at no cost to your company!

Business & Training Services • No cost job posting, outreach and recruitment • Pre-screening and assessment of applicants • Tax credit information • Human resources support • Job fairs and on-site recruitment • Business network forums • Digital learning labs • Customized training for new employees

We are a professional business service that provides customized workforce solutions to Baltimore area businesses.

Employ Baltimore is the business services marketing strategy for MOED.

Business Services Contact Information: Rosalind Howard, Manager 3001 E. Madison Street Baltimore, MD 21205 443-984-3014 410-361-9648 (fax) business@oedworks.com

MOED's vision is that every Baltimore resident maximize his/her potential and all employers have the hwnan resources to grow and prosper - creating a workforce system that works.

The Mayor's Office of Employment Development (MOED) coordinates and directs workforce development initiatives responsive to the needs of Baltimore City employers and job seekers in order to enhance and promote the local economy.

www.oedworks.com

Mayor's Office of Employment Development 417 E. Fayette Street, Suite 468 Baltimore, MD 21202

CAPABILITY STATEMENT

SCHEDULE A

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MOED Business Services 443.984.3014 business@ocdworks.comwww.oedworks.com • Community hiring project management • Academic remediation resources • Grants for incumbent worker skill upgrade training • Management of the Employ Baltimore Executive Order • Links to local and state economic development initiatives and resources • Professional outplacement services • Construction • Hospitality and Tourism • Port and Port-Related Services • Sustainable Energy and Environmentally-Driven Services

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No-Cost Business Services Employers contacting MOED have access to MOED's no-cost business services including:

+ Outreach & recruitment + Pre-screening and assessment + Referrals + Labor market intelligence + Tax credit information + Bonding + Training + Outplacement services

Easy Employer Access Employers can easily submit their job openings online by completing a Job Posting Application found on the Business Services section ofMOED's website, www.oedworks.com and emailing it to business@oedworks.com. They can also complete their job order by:

• calling 443-984-3014 • faxing 410-361-9648 • mailing to:

MOED Business Services 3001 E. Madison Street Baltimore MD 21205

All employers submitting a job posting will be contacted by an MOED Business Services Representative within one business day to begin matching pre-screened candidates with the job openings.

Job-ready local workforce To ensure that employers are connected with qualified applicants, all referred job seekers meet the newly updated, employer-vetted 21st Century job Readiness Standards and possess the skills and abilities that proves Baltimore City does indeed have a pool of viable, prepared and productive local residents ready to work for companies representing all industries. In addition, all referrals must have a minimum of:

• a high school diploma or CED • work experience • a personal pre-screening interview with MOED professional staff or with a formal

workforce partner organization Job seekers are identified from an expanding talent database, which categorizes applicants by skills, industry-recognized credentials and academic/occupational certifications to customize successful matches to employer needs.

Designed to promote local hiring, Employ Baltimore

is a collaborative campaign led by the Baltimore Workforce Investment Board and the Mayor's Office of Employment Development. Coordinating with a diverse

workforce partner network comprised of regional training vendors and educational institutions, gives employers an efficient, quick and reliable method for finding

qualified city residents to fill their job needs.

SCHEDULED

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Signature of Authorized Company Representative Date

Company

By signing below, I attest that the information above is accurate to the best of my knowledge and ensure that my company will put forth our best practical effort to hire local residents for all job openings available as a result or this project. This will assist to achieve the project hiring participation goals.

Experience Level Position Title # Jobs Skills Required Wage Rate (l=skilled, 2=entry,

3=no experience)

0Yes How Many? ~--- DY es 0No 0No

2. lfno, will former workers be brought back? 3. ls recruitment required for any of your subcontractors?

Jfso, have them complete plan. 4. Does the contractor have openings on other projects? 0No 0Yes 5. If recruitment is required, complete chart below and attach job descriptions for each.

Contractor:

Total Bid Amount Start Date: I End Date: Total# of Employees on Payroll: Woman or Minority Owned Business:

Do-so D 51-100 D 101-150 D 151-200+ 0Yes 0No

Contractor Contact Information (person Responsible for working with MOED to achieve local hiring goals) Contact Name Work Address City, State, & Zip Telephone# Office I Cell Email Address

WORKFORCE PLAN Projected Number of Total Number of Current Projected Number of New Workers Required to Employees on payroll Hires for this entire complete this project project

I. Is recruitment required for new hires by the Contractor? LJNo 0Yes How soon? __ days

WORKFORCE PLAN

SCHEDULEC

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By signing below, I attest that the information above is accurate to the best of my knowledge and ensure that my company has made a good faith effort to hire local residents for all job openings available as a result of this project. This information can be utilized for reports and to determine if my company is meeting goals as previously negotiated. Name (print):----------------------- Signature: _ Title: ~--------------------------- O rue:~~--------------------------

Total nwnber of workers on payroll since the project's inception Total number of hours worked since the project's inception Total number of workers on payroll for this period Total number of hours worked during this period Number of Baltimore City residents on payroll for this period Number of hours working during this period by Baltimore City residents New positions filled during this period New positions filled by Baltimore City residents

MANPOWER REPORT

Name of Contractor/Sub-Contractor: _ The Manpower Report below represents employment and hiring activity for the period of:

MANPOWER REPORT

SCHEDULED

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Exhibit B

CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

THIS CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT (this “Agreement”) is made as of July ____, 2021, by and between WELLER DEVELOPMENT COMPANY, LLC (“WDC”) and BALTIMORE URBAN REVITALIZTION LLC (“BUR”) (collectively, the “Developer”, and _____________________________________________, a _____________________________ (“Recipient”).

RECITALS A. Developer has engaged, or may engage, Recipient to provide certain services in connection with

Developer’s development (the “Project”) of the properties located at (i) Westport (as bounded by the Middle Branch of the Patapsco River to the east, Interstate 95 to the north, Russell Street/State Route 295 to the west, and Waterview Avenue to the south) in Baltimore City, Maryland, and (ii) Port Covington (as bounded by Interstate 95 to the north, the Middle Branch of the Patapsco River to the east and south, and the Patapsco River to the south and west) in Baltimore City, Maryland, (collectively, the “Property”). Developer and its Affiliates, directly or indirectly, own the Property and other assets relating to the Project.

B. The services to be provided by Recipient in connection with the Project are in the role of a , including, but not limited to, assisting with compliance with the Amended and Restated Consolidated Memorandum of Understanding (“City MOU”) entered into by an Affiliate of DEVELOPER (the “Services”).

C. As a material inducement for Developer to consider engaging Recipient to provide the Services, Recipient agrees to maintain confidentiality with respect to certain matters related to Developer, the Project, the Property, and the Services, as more particularly described herein.

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Recitals; Defined Terms. The foregoing recitals are hereby incorporated into and made a substantive part of this Agreement. The following terms shall have the respective meanings ascribed to them below:

“Affiliates” means any business entity or person related to Developer or Recipient, and includes any business entities or persons that control, are controlled by, or are under common control with Developer or Recipient.

“Confidential Documents” shall mean all plans, drawings, renderings, reports, analyses, studies, records, agreements, summaries, notes and other materials and documents, whether written or conveyed orally, related to Developer, the Project, the Property or the Services, as are provided to the Recipient or its agents or employees by Developer.

“Confidential Information” shall mean the following:

a) All Confidential Documents and the contents thereof;

b) All aspects, details and descriptions of the Project and any individual elements or components of the Project, including without limitation its scope and nature, the location, design and nature of specific Project elements and improvements, the real property included in or excluded from the Project, any financial information related to the Project, prospective tenants or uses of the Project, and Project infrastructure and changes thereto;

c) Any matters related to land ownership or acquisition, including Developer’s affiliation with any owner of the Property within the Project, or Developer’s intention to acquire any property in the vicinity of the Project;

d) Any potential or actual interactions with public officials and the matters discussed or to be discussed with such officials concerning the Project;

e) The involvement of either Recipient or its Affiliates in the Project and any transaction, proposed transaction, investigation or evaluation related to the Project; and

f) The name, identity or affiliation of any principals of Developer or its Affiliates, whether disclosed or undisclosed, confirmed or speculative, and the involvement of such principals with Developer or with the Project or any subsequent agreement or transaction related to the Project.

2. In consideration of the disclosure of the Confidential Information, the Recipient agrees to receive and hold the Confidential Information in strict confidence and, except as contemplated herein, never to disclose, disseminate, publish, reproduce or otherwise use the Confidential Information in any manner whatsoever, other than during the Recipient’s performance of the Services or as specifically authorized in writing by Developer. The Recipient also agrees not to analyze, sell, show or give the Confidential Information or documents relating thereto to any third party, and will not disclose the results of tests conducted using the Confidential Information.

3. The Recipient agrees to institute and maintain security procedures to account for all copies of the Confidential Documents and to limit the dissemination of the Confidential Information within its own organization only to those of the officers and employees of the Recipient or Affiliates who need to have access to the Confidential Information for the sole purpose of providing the Services and to the agents and attorneys, if any, of the Recipient or Affiliates engaged in connection with the providing the Services. All such officers, employees, agents and attorneys shall be informed of the terms of this Agreement and shall agree to be bound by the terms hereof to the same extent as if they were parties hereto and the Recipient shall be responsible for their observance of its terms. For the purpose of this Agreement, all of such officers, employees, agents and attorneys of the Recipient or Affiliates shall be deemed to collectively constitute the “Recipient.”

4. The foregoing undertakings of confidentiality and constraint shall not apply to (i) Confidential Information that, prior to or after the date hereof, became or becomes generally known to the public other than by reason of the Recipient’s breach or deemed breach of the foregoing confidentiality undertakings, or (ii) Confidential Information that is disclosed by the Recipient pursuant to a requirement of law, provided that the Recipient shall have complied with the next succeeding paragraph.

5. If the Recipient becomes legally obligated to disclose any Confidential Information, the Recipient shall give Developer prompt and timely notice of such fact so that Developer may obtain a protective order or other appropriate remedy concerning any such disclosure or waive the Recipient’s compliance with the provisions of this Agreement. The Recipient shall not disclose any such Confidential Information without first giving Developer ten (10) business days to consent to the disclosure or notify the Recipient of its intention to seek a protective order or other appropriate remedy; provided, however that the Recipient may disclose such Confidential Information less than ten (10) days after giving notice to Developer if ordered to do so by any duly authorized state or federal governmental entity or court of law or equity. The Recipient shall cooperate fully with Developer in connection with Developer’s efforts to obtain a protective order or other appropriate remedy. In the event Developer is unable to obtain a protective order or other appropriate remedy with respect to the Confidential Information or has not responded to the Recipient’s notice within the ten (10) day period, or the reduced time period, if applicable, referred to above, and the Recipient has complied with its obligations under this paragraph, the Recipient shall not be liable for the disclosure of Confidential Information legally required to be disclosed and not subject to a protective order or other appropriate remedy; provided, that the Recipient shall have nevertheless used its best efforts to have the Confidential Information so required to be disclosed treated confidentially.

6. Notwithstanding anything to the contrary contained herein, Recipient agrees that upon the earlier to occur of (i) the conclusion of the Services, or (ii) at any time, upon Developer’s request, Recipient will promptly return to Developer all Confidential Documents, without retaining any copy thereof, and will destroy all analyses, compilations, studies and other material based in whole or in part on such material prepared by Recipient, and such destruction shall be certified in writing to Developer by an authorized officer or member of Recipient supervising such destruction.

7. Recipient acknowledges that the Confidential Information is proprietary and confidential to Developer, and that Developer will suffer irreparable injury in the event of the use, delivery or disclosure of the Confidential Information, other than as expressly permitted herein, and there may be no adequate remedy at law for such violation. Recipient agrees that in the event of any unauthorized use, delivery or disclosure or threatened unauthorized use, delivery or disclosure or the Confidential Information, Developer, in addition to all other remedies it may have in law or equity, shall be entitled to obtain a temporary restraining order and/or injunction, on an ex parte basis, prohibiting any further use, delivery or disclosure of the Confidential Information by the Recipient.

8. Recipient agrees to indemnify, save and hold Developer harmless from and against any damage that Developer may incur as a result of any knowing disclosure or knowing use of the Confidential Information not expressly permitted hereunder. Recipient further agrees that, should a court find that Recipient is in violation of the terms hereof and is responsible for any damages resulting therefrom, it shall be liable for and pay to Developer, any reasonable attorney's fees, court costs or other expenses incurred by it in enforcing this Agreement.

9. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to choice of law doctrines. Each party hereto consents to personal jurisdiction in such State and voluntarily submits to the jurisdiction of the courts of such State in any action or proceeding with respect to this agreement, including the federal district courts located in such State. Any of our rights specified herein are in addition to and, not in lieu of, such rights as may be available under applicable laws and regulations, including those governing trade secrets and other proprietary information. All portions of this Agreement are severable, so that if any portion thereof or covenants therein, shall be held invalid or unenforceable by any court of competent jurisdiction, such invalid or unenforceable parts of this agreement shall be treated as severed therefrom and the Agreement contained herein shall be considered revised and limited in such manner and to such extent as may be necessary to make the remaining portions of this Agreement valid and enforceable, and such Agreement shall be interpreted as if such invalid parts were not contained herein.

10. This Agreement shall inure to the benefit of Developer, and be binding upon Recipient, it successors and assigns. This Agreement shall remain in effect until it is terminated by Developer, or such earlier time as may be legally required to retain the enforceability of this Agreement.

11. This Agreement may be executed in counterparts, each of which shall be deemed an original and each of which when taken together shall constitute one and the same instrument. A signature to this instrument submitted in PDF or similar format via the internet or by facsimile machine shall be deemed an original signature.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, Developer and Recipient each, by a duly authorized officer, have executed this Agreement as of the date first set forth above.

Developer: WELLER DEVELOPMENT COMPANY, LLC a Maryland limited liability company

By: _____________________________ Name: Marc D. Weller Title: Authorized Person BALTIMORE URBAN REVITALIZATION LLC a Delaware limited liability company

By: _____________________________ Name: Marc D. Weller Title: Authorized Person

RECIPIENT: [INSERT BUSINESS NAME], a [INSERT STATE OF INCORPORATION & ENTITY TYPE] , a

By: _____________________________ Name: Title:

Exhibit C

DMEAST #44156668 v6

PROFESSIONAL SERVICES AGREEMENT

PC-E6, LLC, (“Owner”)

a Delaware limited liability company

c/o Weller Development Company, LLC

101 W. Dickman Street, Suite 200

Baltimore, MD 21230

[NAME OF CONSULTANT] (“Consultant”)

[ADDRESS OF CONSULTANT]

[CITY / STATE / ZIP CODE]

EFFECTIVE DATE: __________________, 2021

THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is made by and

between Owner and Consultant (the “Parties”) as of the Effective Date set forth above.

RECITALS

A. Owner is developing on its property at ______ (the “Property”) a mixed-use

building (the “Building”).

B. The Building is part of a large-scale development known as Port Covington (the

“Development Project”).

C. The Development Project is subject to certain requirements set forth in the New

Port Covington Amended and Restated Consolidated Memorandum of Understanding dated as of

September 14, 2016 between Sagamore Development Company, LLC (“SDC”) and the Mayor

and City Council of Baltimore (the “City”), as modified by the Supplemental Memorandum of

Understanding Regarding Implementation of Local Hiring and Supplier Diversity in Port

Covington dated as of April 26, 2017 between SDC and the City (collectively, the “City MOU”).

The application of the City MOU to this Agreement is described in Section 16; capitalized terms

in Section 16 are defined in the City MOU.

D. Owner has entered into a Prime Development Agreement with Baltimore Urban

Revitalization LLC (“BUR”) dated as of November 19, 2020. BUR has delegated its obligations

with regard to this Agreement to Weller Development Company, LLC (“WDC”, and together with

Owner, SDC, and BUR, the “Owner Parties”) pursuant to the Subdevelopment Agreement dated

November 19, 2020 between BUR and WDC. Any consents or approvals to be provided by Owner

may, at Owner’s discretion, be provided by WDC. Any deliverables required of Consultant that

are to be provided to Owner shall also be provided to WDC. Owner remains responsible for all

financial obligations under this Agreement. Owner has also entered into an Oversight and Co-

Development Agreement dated November 19, 2020 with Port Covington E6 Co-Developer LLC

(“Co-Developer”). Co-Developer will have direct contact only with Owner and will not have any

contact with Consultant.

E. Consultant will provide the services to the Building described in Section 2.

DMEAST #44156668 v6 2

AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties agree as follows:

1. Recitals. The foregoing Recitals are hereby incorporated into and made a

substantive part of this Agreement.

2. Services.

2.1 Scope of Services. During the Term of this Agreement, Consultant shall

provide the services described on Schedule 2.1 attached hereto (the “Services”). The scope of the

Services shall not be changed without Owner’s prior written consent. The Services shall include

those tasks that are specifically described on Schedule 2.1 attached hereto, and (a) such additional

tasks as are reasonably inferable as necessary to carry out the tasks described in Schedule 2.1 in

an efficient and commercially reasonable manner, and (b) such additional tasks as are reasonably

connected to the described tasks and requested to be performed by Owner.

2.2 Place of Performance. Consultant shall provide the Services at the Property

and at its own offices. Owner is not required to provide any office space to Consultant.

2.3 Deliverables. The Services shall include the preparation and delivery to

Owner of the reports and studies described in Schedule 2.1 attached hereto, and within the

timeframes described therein.

3. Personnel.

3.1 Personnel Schedule. The Services shall be provided by the principals and

employees of Consultant (the “Personnel”) listed on Schedule 3.1 attached hereto (the “Personnel

Schedule”), and by Approved Subcontractors (as defined below in Section 11). The Parties

acknowledge and agree that the provision of the specific Personnel listed on the Personnel

Schedule to provide the Services, and the hours to be committed by such Personnel to the Services,

and their respective hourly rates (which are attached hereto as part of Schedule 2), are a material

part of this Agreement, and the Personnel Schedule shall not be changed without the prior written

consent of Owner. Consultant shall be responsible for ensuring that the Personnel are available to

provide the Services for at least the hours required to complete the Services, provided that, if the

Service Fee (as hereafter defined) is to be paid on a time and materials basis, the Service Fee shall

only be paid for hours actually worked.

3.2 Qualifications of Personnel; Removal. The Personnel shall be appropriately

qualified and trained to perform the Services (as hereafter defined), and licensed or certified as

required by law. The Personnel shall not include any interns, summer employees, or any other

employees in a temporary trainee position without Owner’s prior written approval. Owner shall

have the right to review the qualifications of any Personnel assigned by Consultant and the right

to reasonably request the removal of any Personnel so assigned; provided that this right in no way

relieves Consultant of the obligation to select and assign qualified Personnel or the responsibility

of Consultant for the acts and omissions of its Personnel in performing Services (as hereafter

defined) hereunder. Any reasonable and lawful request for removal of any Personnel shall be

DMEAST #44156668 v6 3

promptly honored by Consultant, and Consultant shall substitute for any such removed Personnel

other qualified Personnel who are reasonably acceptable to Owner with similar qualifications.

Approval of each substitution shall not be unreasonably withheld.

4. Fees and Expenses. The Services to be performed hereunder shall be compensated

as set forth in Schedule 4.1 attached hereto subject to a “not to exceed” maximum amount without

Owner’s prior written approval as described in Section 4.2 below. Before performing any services

in addition to the Services set forth, Consultant shall obtain Owner’s written authorization of the

scope, compensation, and schedule for such services.

4.1 Service Fee. Owner shall pay to Consultant, in consideration of the

Services, a monthly fee (the “Service Fee”) as set forth on Schedule 3 attached hereto (the “Fee

Schedule”). For any Service Fee to be paid on a time and materials basis, Consultant shall keep

daily time sheets tracking the hours worked and the Services provided and shall make such records

available to Owner and WDC, along with any invoices submitted by Consultant. Consultant shall

be solely responsible for the compensation of any Subcontractors.

4.2 Not to Exceed Amount. The Service Fee shall not exceed the applicable

“not to exceed” amount set forth on the Fee Schedule without Owner’s prior written consent.

Owner shall not be responsible for payment of any Service Fee in excess of the applicable “not to

exceed” amount that have not been approved in advance by Owner in accordance with this

Section 4.2.

4.3 Expenses. Owner shall reimburse Consultant, at actual cost without mark-

up, for reasonable out-of-pocket expenses incurred by Consultant that are directly related to the

provision of the Services and that have been pre-approved in writing by Owner (the “Approved

Expenses”). Owner shall not be required to reimburse Consultant for any charges and

expenses, including travel expenses, which have not been approved in advance by Owner.

Driving costs shall be reimbursed at standard mileage rates determined by the Internal Revenue

Service (currently $0.56 per mile). Notwithstanding the foregoing, the following expenses are not

reimbursable:

(a) Mileage costs for commuting between the personal residences of

Personnel and Consultant’s offices or project offices;

(b) Consultant’s overhead costs, including rent, support staff, printing,

and reproduction (unless specifically related to the Services), salary

and benefits, taxes and other charges related to Consultant’s

business entity; or

(c) Meals and entertainment not directly related to the Services.

4.4 Invoices and Payment. Consultant shall provide an invoice for all Service

Fees and Approved Expenses, billed no more frequently than monthly, but no later than ninety

(90) days of the date of the actual performance of the Services performed. Consultant

acknowledges and accepts that any Services, associated Service Fee, or Approved Expenses that

are not billed and invoiced to Owner within ninety (90) days after the date of the provision of the

Services or the incurring of the expenses will be invalid and of no force or effect, and Owner shall

DMEAST #44156668 v6 4

no have no obligation to pay the same; Consultant hereby specifically waives any claim under this

Agreement, and any remedies at equity or by applicable law, for any fees, invoices, or claimed

Service Fee or expenses of any kind not timely billed and invoiced as described herein. Each

invoice shall be accompanied by enforceable waivers of liens and claims from Consultant and each

Subcontractor in forms reasonably acceptable to Owner, and reasonable back-up documentation

of the charges contained therein, including (a) calculation of the Service Fee, including details of

the hours worked and the Services performed, and (b) receipts or paid invoices for any Approved

Expenses to be reimbursed. All invoices must be submitted within ninety (90) days after

completion of the Services. Subject to its right to reasonably dispute charges, Owner shall pay

each such invoice within forty-five (45) days of receipt from Consultant, same as cash. Owner may

dispute any invoice for Services within thirty (30) days of receipt thereof by providing notice to

Consultant with a written description of the basis for such dispute, after which Consultant and

Owner shall make a good faith effort to resolve such dispute without litigation. Owner may

withhold from payment any disputed amounts without interest or penalty. Owner shall pay

Consultant the agreed upon fee for Services within thirty (30) days after resolution of the dispute

over the invoice. The maximum interest rate applicable to late payments shall be one percent (1%)

of the outstanding balance per month; provided that no interest shall be charged on any payment

that is disputed in good faith. Other than the applicable interest on late payments, no late payment

penalties or late charges shall apply.

4.5 Full Payment. Payment of the Service Fees, amounts due to Consultant for

additional services (if any), and reimbursement of the Approved Expenses hereunder shall

constitute full and entire compensation for Services under this Agreement. Notwithstanding

anything to the contrary herein contained, no compensation shall be paid to or claimed by

Consultant for work required to correct deficiencies in Services attributable to errors or omissions

of the Consultant or any of its employees, agents, representatives, Subcontractors or Affiliates.

5. Term and Termination.

5.1 Term. This Agreement shall be in effect for a period beginning on the

Effective Date and shall continue until the earlier of (a) ________________, 202__ or (b) when

terminated under the provisions of Section 5.2 (the “Term”). The Term may not be extended

without the mutual consent of the Parties.

5.2 Termination. Owner may terminate this Agreement at any time, in its sole

discretion, for any reason or for no reason, by written notice to Consultant (a “Project

Termination Notice”). Upon receipt of a Project Termination Notice, Consultant shall promptly

discontinue the Services in accordance with such notice.

5.3 Effect of Termination. Upon the expiration or earlier termination of this

Agreement:

(a) The Parties shall have no further rights or obligations under this

Agreement, except as specifically set forth herein, and Owner’s

obligation to pay the Service Fee and to reimburse Approved

Expenses shall cease;

DMEAST #44156668 v6 5

(b) Owner shall be responsible for paying any Service Fee and

reimbursing any Approved Expenses incurred prior to the date of

expiration or termination upon presentation of an invoice in

accordance with Section 4.4 above;

(c) Consultant shall promptly provide copies (in any format reasonably

requested by Owner, including electronic and/or hard copies) of all

Work Product;

(d) Consultant shall return all Confidential Documents, and any other

property of Owner, WDC, or BUR, in its possession or control; and

(e) Termination of this Agreement shall not affect or limit either

Parties’ right to pursue any rights or remedies available at law or

equity.

6. Standard of Care in Performance of Services. In performing the Services in

accordance with this Agreement, Consultant shall exercise the degree of competence and diligence

customarily exercised by providers in the Consultant’s field in the same or similar situations and

geographic region (the “Standard of Care”). Consultant shall at all times exercise its best efforts

to coordinate the Services with Owner’s duly designated representatives, occupants’

representatives, and with the consultants, engineers and contractors identified by Owner as

providing services in connection with the Development Project. Owner may, from time to time,

schedule and coordinate the Services in conjunction with the work of others, and Consultant agrees

to exercise its best efforts to comply with the scheduling and coordination.

7. Independent Contractor. Owner has engaged Consultant as an independent

contractor to carry out the Services, and neither Consultant nor any of Consultant’s agents,

employees or Subcontractors shall in any way or for any purpose whatsoever be deemed an agent,

employee, partner, or joint venturer of Owner. Neither Consultant nor any of its agents, employees

or Subcontractors constitute employees of Owner, and these persons shall have no right to receive

any employee benefits, or any other privileges available to employees of Owner. Neither

Consultant nor its agents, employees or Subcontractors shall represent themselves in any way as

agents or employees of the Owner, and neither Consultant, nor its agents, employees or

Subcontractors have any power to bind legally Owner to any third party.

8. Taxes. Consultant shall be solely responsible for the payment of all federal, state,

and local taxes (including federal, state, and local self-employment taxes) that are in any way

connected with its performance of the Services.

9. Compliance with Laws. Consultant shall, in the performance of the Services,

comply with, and ensure compliance by all Personnel with, all applicable laws, statues, rules,

regulations, ordinances, and orders of the United States and of any state or political subdivision

including, without limit, licensing and certification requirements, environmental laws, health and

safety laws, worker health and safety laws and laws pertaining to labor wages, hours and other

conditions of employment applicable to the Services being performed.

DMEAST #44156668 v6 6

10. Assignment; Delegation. Except with respect to the employment of the Personnel

to perform the Services, and Approved Subcontractors, Consultant shall not assign this Agreement,

or delegate or enter into any subcontract for the performance of any of its obligations under this

Agreement, including any portion of the Services, in whole or in part, without in each instance

first giving notice to and obtaining the written consent of the Owner, which consent the Owner

may grant, withhold, condition or delay in its sole discretion. Any purported assignment in

violation of this provision shall be void and of no effect. Owner’s consent to an assignment shall

not release the assignor from any liability accrued or thereafter accruing under this Agreement.

Any assignment shall be in writing and shall contain an express assumption by the assignee of all

liability accrued or thereafter accruing under this Agreement. Upon providing notice to Consultant,

Owner may assign or novate this Agreement to an affiliate of Owner (any business entity that

controls, is controlled by, or is under common control with Owner), a lender, a purchaser of the

Development Project, and certain persons or entities financially able to pay amounts due under

this Agreement without obtaining Consultant’s consent. In the event of such assignment or

novation, this Agreement shall remain fully binding upon Consultant to the full extent as if

executed initially with the assignee or novatee, and Owner is relieved of its obligations under this

Agreement.

11. Subcontracts.

(a) Notwithstanding anything to the contrary contained herein,

Consultant may, with the prior consent of Owner, subcontract certain aspects of the Services to

one or more subcontractors selected by Consultant and approved by Owner (each a

“Subcontractor”). Owner hereby approves the Subcontractors listed on Schedule 11 attached

hereto (the “Approved Subcontractors”). Consultant may request the approval of additional

Subcontractors as necessary to provide the Services, and any additional Subcontractors approved

by Owner in its reasonable discretion shall also be Approved Subcontractors. Owner shall have

the right to review the qualifications of any Subcontractors selected by Consultant and the right to

request the removal of any Approved Subcontractors; provided that this right in no way relieves

Consultant of the obligation to provide the Services. Any request for removal of any Subcontractor

shall be immediately honored by Consultant. Owner shall not be required to join in any subcontract

agreement and shall not be considered a party to any subcontract for any purpose.

(b) Consultant hereby affirms that it will be fully responsible for the

errors, omissions, and negligent acts of its Subcontractors. Consultant shall be solely responsible

for payment of all Subcontractors and all other matters related to or arising from the contractual

relationship between Consultant and each Subcontractor. In the event Owner is advised that

Consultant has failed to pay any Subcontractor as required above, Consultant agrees that Owner

may make all future payments directly to such Subcontractor or by check payable jointly to such

Subcontractor and Consultant, and Owner may withhold from subsequent payments to Consultant

any amounts that Owner paid or intends to so pay to such Subcontractor because Consultant did

not pay such Subcontractor as required above. The making of any payments by Owner to

Subcontractors shall not give rise to any liability by Owner for making such payments or to any

obligation on Owner’s part to make such payments, and shall not create any contractual

relationship between Owner and such Subcontractors. Payments to Consultant and/or to

Subcontractors shall not constitute an acceptance of the adequacy of any Services performed by

Consultant or its Subcontractors.

DMEAST #44156668 v6 7

(c) Unless such lien arises solely due to Owner’s failure to pay amounts

due under this Agreement as to which there is no good faith dispute, if at any time any liens,

memoranda of lien, interlocutory liens, notices of lien, or suits to enforce them are filed against

the Development Project by Consultant’s Subcontractors or anyone else claiming by or through

Consultant, then Consultant shall, within ten (10) days after the date of receiving written notice of

the filing of same, discharge, remove or bond off such lien to Owner’s satisfaction. Until such

discharge or removal, Owner shall have the right to withhold from any sums payable under this

Agreement any amount which Owner deems appropriate to pay such lien and to pay all related

costs and expenses, including attorneys’ fees, for which costs and expenses Consultant shall be

liable to Owner. This provision shall survive the completion of the Services, final payment, or

earlier termination of this Agreement.

12. Indemnification.

(a) To the fullest extent permitted by law, Consultant shall be

responsible for, and shall indemnify and hold the Owner Parties, Sagamore Development

Holdings, LLC, Baltimore Revitalization Direct Investor, LLC, Baltimore Revitalization Indirect

Investor, LLC, Baltimore Urban Revitalization Equity Investor LLC, GSUIG Real Estate Member,

LLC, and their respective officers, members, employees, agents, successors and assigns

(collectively, the “Indemnified Parties”) harmless against any and all claims, fines, penalties,

judgments, damages, losses, costs, expenses, and disbursements, including reasonable attorney’s

fees, court costs, and professional fees incurred in the defense of claims (together, “Claims” and

each, a “Claim”), to the extent caused by or resulting from the wrongful acts, errors, or omissions,

or the infringement of patent rights, copyrights, or other intellectual property rights, committed in

the performance of the professional services under this Agreement by Consultant, the Personnel

or Subcontractor, or anyone for whom either may be responsible, whether or not the Claim was

caused in part by an Indemnified Party. Nothing herein shall be construed to require Consultant to

indemnify an Indemnified Party for a Claim to the extent caused by or resulting from that

Indemnified Party’s own negligence.

(b) In addition, to the fullest extent permitted by law, Consultant shall

be responsible for, and shall defend, indemnify and hold the Indemnified Parties harmless against,

any and all Claims to the extent caused by or resulting from any negligent act, error, or omission,

gross negligence, willful misconduct, breach of this Agreement, or employment discrimination by

Consultant, a Subcontract, or anyone for whom either may be responsible, whether or not the Claim

was caused in part by an Indemnified Party, to the extent not covered under Consultant’s

professional liability insurance required to be maintained hereunder. However, nothing herein shall

be construed to require Consultant to indemnify an Indemnified Party for a Claim to the extent

caused by or resulting from that Indemnified Party’s own negligence.

(c) In claims against Indemnified Party by an employee of Consultant

or a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they

may be liable, the indemnification obligations under Sections 12(a) and 12(b) shall not be limited

by a limitation on amount or type of damages, compensation or benefits payable by or for

Consultant or a Subcontractor under workers’ compensation acts, disability benefit acts or other

employee benefit acts.

DMEAST #44156668 v6 8

(d) It is agreed that with respect to any legal limitations now or hereafter

in effect and affecting the validity and enforceability of the indemnification obligation under this

Section 12, such legal limitations are made a part of the indemnification obligation to the minimum

extent necessary to bring Section 12 into conformity with the requirements of such limitations, and

as so modified, the indemnification obligation shall continue in full force and effect. The

agreements in this Section 12 shall survive completion of the Services, final payment, or earlier

termination of this Agreement.

13. Confidentiality. All communications pursuant to this Agreement, whether oral or

written, between Consultant and Owner or Owner’s representatives, and any written documents

(and the information contained therein) generated in performance of the Services shall be regarded

as strictly confidential. Unless Consultant receives express written permission from Owner,

Consultant shall not disclose any Confidential Information (as defined herein) without complying

with the requirements as set forth in this Section.

13.1 Defined Terms. The following matters are “Confidential Information”:

(a) All plans, drawings, renderings, studies, reports, analyses, records,

agreements and other materials and documents, and the information

contained therein, provided, or shown to the Consultant or its agents

or employees by Owner or its agents or employees, or produced by

Consultant in the course of providing the Services to Owner or its

affiliates (the “Confidential Documents”);

(b) All aspects, details and descriptions of the Development Project and

any individual elements or components of the Development Project,

including without limitation its scope and nature, the location,

design and nature of specific Development Project elements and

improvements, the real property included in or excluded from the

Development Project, any financial information related to the

Development Project, prospective tenants or uses of the

Development Project, and TIF Project and changes thereto;

(c) Any matters related to land ownership or acquisition, including

Owner’s affiliation with any owner of property within the

Development Project, or Owner’s intention to acquire any property

in the vicinity of the Development Project;

(d) Any potential or actual interactions with public officials and the

matters discussed or to be discussed with such officials;

(e) The identity of the Parties, their respective affiliates, including the

Owner, and the name, identity, or affiliation of any of their

respective representatives, employees, officers or agents; and the

name, identity or affiliation of any principals of Owner, or any of

their respective representatives or affiliates, whether disclosed or

undisclosed, confirmed or speculative, and the involvement of such

DMEAST #44156668 v6 9

principals with the Development Project or any subsequent

agreement or transaction related to the Property;

(f) The fact of Owner’s retention or potential retention of Consultant to

provide the Services and any discussions or agreements related to

such Services, and the nature and scope of such Services.

13.2 Non-Disclosure Obligation. In consideration of the disclosure of the

Confidential Information, Consultant agrees to receive and hold the Confidential Information in

strict confidence and, except as contemplated herein, never to disclose, disseminate, publish,

reproduce, or otherwise use the Confidential Information in any manner whatsoever, except as

specifically authorized in writing by Owner. Consultant also agrees not to analyze, sell, show, or

give the Confidential Information or documents relating thereto to any third party, and will not

disclose the results of tests conducted using the Confidential Information.

13.3 Security Procedures. Consultant agrees to institute and maintain security

procedures to account for all copies of the Confidential Documents and to limit the dissemination

of the Confidential Information within its own organization (which shall be deemed to include the

Personnel and any other persons that control, are controlled by or are under common control with

Consultant (collectively, “Affiliates”) only to those of the officers and employees of Consultant,

its Affiliates, and Approved Subcontractors who need to have access to the Confidential

Information for the sole purpose of providing contracted services to Owner, and to the agents and

attorneys, if any, of Consultant, its Affiliates, and Approved Subcontractors engaged in connection

with the providing of such services. All of such Subcontractors, officers, employees, agents, and

attorneys shall be informed of the terms of this Agreement and shall agree to be bound by the terms

hereof to the same extent as if they were parties hereto, and Consultant shall be responsible

hereunder for their observance of its terms. For the purpose of this Agreement, all Personnel and

all such Subcontractors officers, employees, agents and attorneys of Consultant or Affiliates shall

be deemed to collectively constitute the “Consultant.” Consultant shall obtain a written agreement

from each Subcontractor to comply with the requirements of this Section 13 in the form attached

hereto as Schedule 6, and Owner may condition its approval of any Subcontractor on delivery of

such agreement.

13.4 Exclusions. The foregoing undertakings of confidentiality and constraint

shall not apply to (a) Confidential Information that, prior to or after the date hereof became or

becomes generally known to the public other than by reason of Consultant’s breach or deemed

breach of the foregoing confidentiality undertakings, (b) Confidential Information that is disclosed

by Consultant pursuant to a requirement of law, provided that Consultant shall have complied with

the next succeeding paragraph.

13.5 Disclosures Required by Law. If Consultant becomes legally obligated to

disclose any Confidential Information, Consultant shall give Owner prompt and timely notice of

such fact so that Owner may obtain a protective order or other appropriate remedy concerning any

such disclosure or waive Consultant’s compliance with the provisions of this Agreement.

Consultant shall not disclose any such Confidential Information without first giving Owner ten

(10) business days to consent to the disclosure or notify Consultant of its intention to seek a

protective order or other appropriate remedy; provided, however that Consultant may disclose such

DMEAST #44156668 v6 10

Confidential Information less than ten (10) days after giving notice to Owner if ordered to do so

by any duly authorized state or federal governmental entity or court of law or equity. Consultant

shall cooperate fully with Owner in connection with Owner’s efforts to obtain a protective order

or other appropriate remedy. In the event Owner is unable to obtain a protective order or other

appropriate remedy with respect to the Confidential Information or has not responded to

Consultant’s notice within the ten (10) day period, or the reduced time period, if applicable,

referred to above, and Consultant has complied with its obligations under this paragraph,

Consultant shall not be liable for the disclosure of Confidential Information legally required to be

disclosed and not subject to a protective order or other appropriate remedy; provided, that

Consultant shall have nevertheless used its best efforts to have the Confidential Information so

required to be disclosed treated confidentially.

13.6 Return of Confidential Documents. Notwithstanding anything to the

contrary contained herein, Consultant agrees that upon the earlier to occur of (i) the conclusion of

the provision of the Services, or (ii) at any time, upon Owner’s request, Consultant will promptly

deliver to Owner all Confidential Documents, without retaining any copy thereof, and will destroy

all analyses, compilations, studies and other material based in whole or in part on such material

prepared by Consultant, and such destruction shall be certified in writing to Owner by an

authorized officer or member of Consultant supervising such destruction.

13.7 Owner’s Remedies. Consultant acknowledges that the Confidential

Information is proprietary and confidential to Owner, and that Owner will suffer irreparable injury

in the event of the use, delivery, or disclosure of the Confidential Information, other than as

expressly permitted herein, and there may be no adequate remedy at law for such violation.

Consultant agrees that in the event of any unauthorized use, delivery or disclosure or threatened

unauthorized use, delivery or disclosure of the Confidential Information, Owner, in addition to all

other remedies it may have in law or equity, shall be entitled to seek a temporary restraining order

and/or injunction, on an ex parte basis, prohibiting any further use, delivery or disclosure of the

Confidential Information by the Consultant.

13.8 Indemnification. Consultant agrees to indemnify, save, and hold the

Indemnified Parties harmless from and against any damages that Owner may incur as a result of

any knowing disclosure or knowing use of the Confidential Information not expressly permitted

hereunder. Consultant further agrees that, should a court find that Consultant is in violation of the

terms hereof and is responsible for any damages resulting therefrom, or if a court issues a

temporary or permanent restraining order related to the Confidential Information, then Consultant

shall be liable for and pay to Owner, any reasonable attorney's fees, court costs or other expenses

incurred by it in enforcing the Agreement.

DMEAST #44156668 v6 11

14. Use of Work Product. All drawings, specifications, reports, plats and other

documents, work product, or other copyrightable materials created by Consultant or its Affiliates

or Subcontractors in connection with or during the provision of Services hereunder (collectively,

“Work Product”) shall be considered a “work made for hire” for Owner under the U.S. copyright

laws to the fullest extent permitted by law; and all right, title and interest therein, including

worldwide copyrights, shall be the property of Owner as the party specially commissioning said

work. In the event that any Work Product or portion thereof is deemed not be a “work made for

hire”, Consultant agrees to assign and does hereby assign to Owner all right, title and interest in

and to said copyrightable materials or portion thereof, including, without limitation, the worldwide

copyrights, any applicable extensions and renewals thereof, and a worldwide, royalty-free and

fully paid-up, non-exclusive, enterprise-wide right and license to use such Work Product, and

further including all rights to reproduce such Work Product, to prepare derivative works, to

distribute copies of the work and to perform and/or display the Work Product and register the claim

of copyright therein without royalty or any other consideration. Consultant agrees to the use and

modification of the Work Product by other design professionals. Nevertheless, it is understood by

Owner that the Work Product may be inappropriate for use in connection with any other project.

Therefore, Consultant shall not be responsible for the use of such Work Product in connection with

any project other than the Development Project for which the Work Product was specifically

prepared. Upon termination of this Agreement by Owner, upon completion of the Services, or at

any time upon Owner’s request, Consultant shall deliver all Work Product to Owner in both hard

copy and in readily modifiable electronic form (i.e., not in .PDF, but in “native” format), and

Consultant may retain a set for its records, and for no other purpose. Consultant shall include a

similar provision in its agreements with its Subcontractors. This provision shall survive the

completion of the Services, final payment, or earlier termination of this Agreement.

15. Insurance. During the Term, Consultant shall, at its own expense, procure and

maintain the types and minimum limits of insurance specified below covering Consultant and the

performance of the Services. Any Approved Subcontractor providing Services or entering onto the

Property shall also be required to comply with the insurance requirements set forth in this

Section 15. Consultant shall procure all insurance solely from insurers authorized to do business

in the jurisdiction in which the Development Project is located, and otherwise acceptable to Owner.

The Consultant shall procure all insurance through an insurance carrier or carriers, each of which

shall have at least an A-/XI rating from A.M. Best. All insurance herein, except the professional

liability insurance, shall be written on an “occurrence” basis and not a “claims-made” basis. In no

event shall the Consultant commence performing any part of the Services until Consultant has

delivered to Owner the required proof of insurance. The insurer or Consultant shall provide at least

thirty (30) days prior written notice to Owner in the event Consultant and its insurer or insurers

materially change, cancel or non-renew any insurance policy. The following insurance coverage

is required:

15.1 Commercial General Liability Insurance. Commercial general liability

insurance on a form at least as broad as Insurance Services Office (“ISO”) commercial general

liability coverage “occurrence” form CG 00 01 04 13, or another “occurrence” form providing

equivalent coverage and approved in writing by Owner, with limits of liability equal to the greater

of (i) the limits set forth in Consultant’s commercial general liability policy or (ii) the following

amounts: $2,000,000 per occurrence limit for bodily injury, including death, and property damage;

$1,000,000 personal and advertising injury; $2,000,000 general aggregate (other than products and

DMEAST #44156668 v6 12

completed operations), and $2,000,000 aggregate for products and completed operations. The

commercial general liability insurance shall cover: premises and ongoing operations; bodily injury;

property damage (including loss of use); contractual liability, personal and advertising injury;

products and completed operations; and shall name the Indemnified Parties as additional insureds

using ISO forms CG 20 10 10 01 and CG 20 37 10 01. The additional insured coverage for the

Indemnified Parties shall be on a primary and non-contributory basis with limits exhausting

vertically and shall be as broad as that afforded the named insured. Owner may reasonably require

higher liability limits or aggregate coverages at any time during the Term if in Owner’s sole

discretion, the risk warrants. Owner will give Consultant reasonable notice of any requirement for

higher liability limits or aggregate coverages and any agreed-upon change to the liability limits or

aggregate coverages would be made effective upon renewal of the insurance policy at issue.

15.2 Professional Liability Insurance. Limit of Liability: $2,000,000 with a

deductible not to exceed $25,000 without Owner’s prior written consent. The professional liability

insurance shall cover wrongful acts, errors and omissions, including liability assumed under this

Agreement. If this coverage is procured on a claims-made basis, Consultant shall maintain

coverage for occurrences arising out of the performance of the Services in full force and effect

under the policy with either an extended reporting period of at least three (3) years or equivalent

“tail” coverage for a period of at least three (3) years after completion of the Services. Consultant

warrants that any applicable retroactive date precedes the date the Consultant first performed

Services under this Agreement

15.3 Automobile Liability Insurance. Commercial (business) automobile

liability insurance issued on a form at least as broad as ISO business auto coverage form CA 00

01 10 13, or other form providing equivalent coverage, approved by Owner in writing, with

minimum limits of $1,000,000 per occurrence combined single limit for bodily injury, including

death, and property damage liability, arising from owned, borrowed, non-owned, and hired

vehicles (Symbol 1) when any motor vehicle is used in connection with the Services.

15.4 Workers’ Compensation and Employer’s Liability. Workers’

Compensation with minimum limits as required by statute, and employers’ liability insurance, with

limits of (1) $500,000 Each Accident–Bodily Injury by Accident; (2) $500,000 Each Employee-

Bodily Injury by Disease; and (3) $500,000 Policy Limit-Bodily Injury by Disease. Consultant

hereby waives all rights of recovery against Owner and the other Indemnified Parties arising out

of claims made under the workers’ compensation or employers’ liability insurance required to be

maintained under this Agreement, and all such insurance shall include, by endorsement or

otherwise, a waiver of subrogation in favor of Owner and the other Indemnified Parties.

15.5 Umbrella Liability Insurance. Umbrella liability insurance on a follow-form

basis with respect to the insurance required pursuant to Sections 15.1, 15.3, and 15.4, with

minimum limits equal to the greater of (i) the limits set forth in Consultant’s umbrella liability

policy or (ii) $5,000,000 per occurrence, and otherwise satisfying the requirements set forth in

Sections 15.1, 15.3, and 15.4 above. The umbrella liability insurance effective dates shall run

concurrently with the underlying coverages.

Consultant agrees to maintain and keep in full force and effect the insurance policies outlined in

Sections 15.1, 15.3, 15.4, and 15.5 above for a minimum of three (3) years after the later of the

DMEAST #44156668 v6 13

completion of the Services, final payment, or earlier termination of this Agreement. Consultant

shall deliver certificates of insurance, policy declarations pages, and additional insured

endorsements providing proof of the additional insureds’ coverage to Owner at least ten (10) days

before commencing the Services, and if any of the insurance policies initially obtained by

Consultant are scheduled to expire prior to completion of the Services, then no later than ten (10)

days prior to the expiration of such policy, Consultant shall provide to Owner a renewal certificate

of insurance, declarations page(s), and policy endorsements providing proof of continuous

coverage in accordance with the requirements of this Agreement. Under no circumstances shall

Consultant commence any Services without providing the evidence of insurance as required above.

Consultant shall not self-insure any of the coverages required under this Agreement without

Owner’s prior written consent. Owner reserves the right to require Consultant to provide certified

copies of the original policies of all insurance required under this Agreement at any time upon ten

(10) days written notice to Consultant subject to Owner’s agreement to keep such policies

confidential. The issuance or maintenance of insurance of any type by Consultant will not be

deemed or construed to release, limit, waive, or discharge Consultant from any of the obligations

and risks imposed by this Agreement or applicable law upon Consultant. Neither failure by Owner

to require proof of insurance from Consultant nor the contents of a certificate of insurance provided

by Consultant shall be deemed a waiver of Owner’s or any other additional insured’s rights or

Consultant’s obligations regarding the provision of insurance under this Agreement.

16. Compliance with City MOU. Consultant acknowledges that it has received and

reviewed the City MOU and agrees to be bound to all terms and provisions thereof that are

applicable to Consultant under the terms of the City MOU.

16.1 Hiring Requirements Rider. A summary of the requirements applicable to

the Services is attached as Schedule 16.1 (the “Hiring Requirements Rider”). In the event

Consultant fails to perform any of its obligations set forth in the Hiring Requirements Rider, Owner

shall have the right to terminate this Agreement and suspend or disbar Consultant from performing

any future work at the Development Project.

16.2 Supplier Diversity. Consultant has been advised that, pursuant to the City

MOU, Supplier Diversity standards of 27% MBE and 10% WBE have been set as “goals and

guidelines” for this Agreement; accordingly, in working with Sub-Contractors, Consultant agrees

to use good faith efforts to meet such goals and guidelines.

16.3 Reporting. Consultant agrees to fill out and submit with each invoice such

reports as Owner may require in providing information regarding Consultant’s compliance with

this Section 16.

17. Survivability of Terms. Notwithstanding any termination of this Agreement,

Consultant’s obligations under Sections 12 through 16 shall survive and remain in full force and

effect.

DMEAST #44156668 v6 14

18. Notices. Except as set forth below, any notices and other communication required

or permitted to be given hereunder shall be in writing and deemed to have been sufficiently given

when delivered (a) in person with a signed delivery receipt, (b) by reputable overnight delivery

service with proof of delivery; (c) by registered or certified mail, postage prepaid, return receipt

requested, to the address of the respective party below, or (d) by email or other electronic

transmission, provided that a hard copy of such notice is also sent contemporaneously using one

of the other methods described in (a), (b), or (c). Either party may, by notice to the other, change

the names and addresses above given. Notices shall be addressed as follows:

If to Owner: PC-E__, LLC

c/o Weller Development Company, LLC

101 W. Dickman Street, Suite 200

Baltimore, MD 21230

Attention: [INSERT NAME]

Email: [INSERT EMAIL ADDRESS]

with a copy to: WELLER DEVELOPMENT COMPANY, LLC

101 W. Dickman Street, Suite 200

Baltimore, MD 21230

Attention: Thomas Maulding, General Counsel

Email: tmaulding@wellerdevco.com and

legal@wellerdevco.com

If to Consultant: [NAME]

[ADDRESS]

Attention: [INSERT PROJECT MANAGER NAME]

Email: [INSERT EMAIL ADDRESS]

Notwithstanding the foregoing, the following notices shall be binding on the Parties if delivered

by email between the Owner Authorized Representative and the Consultant Authorized

Representative, without any need of delivering hard-copy notices: (a) requests by Consultant for

approval of expenses, and approval or disapproval by Owner of such requests; (b) requests by

Owner to remove or substitute Personnel, and approval or disapproval by Owner of Personnel;

(c) requests by Consultant to exceed the “not to exceed” limit for a given month, and approval

or disapproval by Owner of such requests; and (d) the submission of invoices and back-up

documentation by Consultant. The “Owner Authorized Representative” shall be NAME at

EMAIL ADDRESS and the “Consultant Authorized Representative” shall be NAME at

EMAIL ADDRESS.

19. Publicity; Use of SDC Name and Trademarks.

19.1 Use of Name and Trademarks. Without the prior express written consent of

Owner, neither Consultant nor its Affiliates may use, in any manner or for any purpose, any logo,

name, tradename, trademark or other identifying information of the Owner, Owner’s

representatives, the Development Project, the Owner Parties, or any affiliates of each (collectively

“Restricted IP”). In the event Consultant or any of its Affiliates wishes to use any Restricted IP

DMEAST #44156668 v6 15

in connection with any event, marketing materials, advertisement, website or other materials, in

any form, written, electronic or otherwise, distributed or published by or on behalf of Consultant

or any of its Affiliates, Consultant shall first obtain the written consent from WDC for such use,

as evidenced by the signature of Thomas Maulding on behalf of WDC, which consent may be

withheld by WDC in its sole and absolute discretion.

19.2 Under Armour Restricted IP. The Parties acknowledge and agree that the

Owner Parties are separate and distinct from Under Armour, Inc. (“UA”), and none of the Owner

Parties has any authority to permit the use of any logo, name, tradename, trademark or other

identifying information of UA or its affiliates. Any logo, name, tradename, trademark or other

identifying information of UA or its affiliates shall be considered Restricted IP, and may not be

used in any manner or for any purpose without the express prior written consent of UA.

19.3 Publicity. Except as expressly provided for in this Agreement, without the

prior consent of Owner, which may be granted or withheld in Owner’s sole discretion, Consultant

and its Affiliates shall not (a) make any public pronouncements, issue any press releases or

otherwise furnish information regarding this Agreement or the transactions contemplated to any

third party, (b) include references to the Development Project, the Owner Parties, or any of their

respective affiliates, or any Restricted IP, in any marketing or promotional materials, or (c) contact

or conduct negotiations with public officials in connection with this Agreement.

19.4 Acknowledgement. By initialing below, Consultant acknowledges that it

has read and agrees to comply with the terms of this Section.

Initial:

20. Miscellaneous.

20.1 Entire Agreement; Amendment. This Agreement constitutes the full and

complete agreement of the parties with respect to the subject matter hereof. This Agreement may

only be amended or waived in a writing signed by the parties. In the event of any conflict between

(a) the provisions of the body of this Agreement and (b) the provisions of any of the Schedules or

Exhibits hereto, provisions of the body of this Agreement shall prevail and control the operation

of this Agreement.

20.2 Severability. If any provision of this Agreement is held invalid or

unenforceable, such provision shall thereupon be deemed modified only to the extent necessary to

render the same valid or excised from this Agreement, as the situation may require, and this

Agreement shall be enforced and construed as if such provision had been included herein as so

modified or had not been included herein, as the case may be.

20.3 Choice of Law, Consent to Jurisdiction. This Agreement shall be governed

by and construed in accordance with the laws of the State of Maryland, without giving effect to

choice of law doctrines. Each party to the Agreement hereto consents to personal jurisdiction in

the state and federal courts located in Baltimore City, Maryland in any action or proceeding with

respect to this Agreement.

DMEAST #44156668 v6 16

20.4 Waiver of Jury Trial. OWNER AND CONSULTANT SPECIFICALLY

WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY COURT WITH RESPECT TO ANY

CONTRACTUAL, TORTIOUS OR STATUTORY CLAIM, COUNTERCLAIM OR CROSS-

CLAIM AGAINST THE OTHER ARISING OUT OF OR CONNECTED IN ANY WAY TO

THE DEVELOPMENT PROJECT OR THIS AGREEMENT BECAUSE THE PARTIES

HERETO, BOTH OF WHOM ARE REPRESENTED BY COUNSEL, BELIEVE THAT THE

COMPLEX COMMERCIAL AND PROFESSIONAL ASPECTS OF THEIR DEALINGS WITH

ONE ANOTHER MAKE A JURY DETERMINATION NEITHER DESIRABLE NOR

APPROPRIATE.

20.5 Lender’s Requirements. Consultant shall provide to Owner’s lender, if any,

any information or certification relating to the Services or the Development Project that the lender

reasonably requires. Consultant agrees to execute such documents as may be reasonably required

by Owner’s lender, including, but not limited to, a consent to assignment of this Agreement and/or

the Work Product to Owner’s lender, under terms reasonably acceptable to the lender, and to agree

to such modifications to this Agreement as Owner’s lender may reasonably require.

20.6 Counterparts. This Agreement may be executed in counterparts, each of

which shall be considered an original and all of which taken together shall constitute one

instrument. This Agreement may be executed and delivered by facsimile. Any facsimile signatures

shall have the same legal effect as manual signatures.

[Remainder of page intentionally left blank]

DMEAST #44047519 [Signature Page to Professional Services Agreement]

IN WITNESS WHEREOF, Owner and Consultant have duly executed this Agreement as

of the Effective Date.

PC-E6, LLC

By:

Name:

Title:

[COMPANY/CONSULTANT NAME]

By:

Name:

Title:

DMEAST #44156668 v6 Sch. 2.1 – Page 1

SCHEDULE 2.1 – Services

[DESCRIBE ANY SPECIFIC DELIVERABLES THAT THE CONSULTANT NEEDS TO PRODUCE]

DMEAST #44156668 v6 Sch. 3.1 – Page 1

SCHEDULE 3.1 - Personnel Schedule

[CONSULTANT TO PROVIDE A SCHEDULE OF PERSONNEL WHO WILL BE WORKING ON

THE DEVELOPMENT PROJECT, ALONG WITH THEIR TITLES AND HOURLY RATES. IF

SPECIFIC PERSONNEL ARE NOT A MATERIAL TERM OF THE AGREEMENT, THIS

SCHEDULE CAN BE DELETED]

DMEAST #44156668 v6 Sch. 4.1 – Page 1

SCHEDULE 4.1 - Fee Schedule

Services to be performed hereunder shall be compensated on a “time and materials basis” based

on Consultant’s hourly rates set forth in this Schedule 4.1 for each hour reasonably and

necessarily incurred, [plus the cost of materials,] subject to a “not to exceed” maximum amount

per month without Owner’s prior written approval as described in Section 4.2.

OR

Services to be performed hereunder shall be compensated on a “lump sum basis” for specific

tasks as described on Schedule 4.1.1.

OR

Services to be performed hereunder shall be compensated on a monthly, fixed fee basis, with any

partial month paid on a pro-rated basis.

DMEAST #44156668 v6 Sch. 11 – Page 1

SCHEDULE 11 - Approved Subcontractors

[TO BE SUPPLIED BY CONSULTANT AND APPROVED BY OWNER]

DMEAST #44156668 v6 Sch. 13.3 – Page 1

SCHEDULE 13.3 - Subcontractor’s Acknowledgement of Confidentiality Requirements

The undersigned, _________________, a ____________________________ (“Subcontractor”),

is a Subcontractor of Consultant with regard to certain Services to be provided under that certain

Professional Services Agreement dated as of _____________, 2021 (the “Prime Contract”) by

and between PC-E__, LLC (“Owner”) and ______________________________ (“Consultant”).

Subcontractor acknowledges that it has received and reviewed a copy of the Prime Contract, and

agrees to be bound by the provisions of Section 13 thereof (“Confidentiality”) to the same extent

as if it had entered into the Prime Contract directly with Owner, and agrees that Owner may enforce

such provisions of the Prime Contract directly against Subcontractor, and any and all requirements

as set forth in Schedule 13.3.1 to this Agreement.

SUBCONTRACTOR:

,

a

By:

Name:

Title:

Exhibit D

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 1

SCHEDULE 16.1 – Hiring Requirements Rider

This Hiring Requirements Rider (this “Rider”) is attached to and is part of that certain Professional Services Agreement (the “Agreement”). To the extent any provisions of this Rider conflict with any other provisions in the Agreement, the provisions of this Rider shall prevail. Any other terms in the Agreement not in conflict with the provisions of this Rider remain in full force and effect. In the event of any conflict between this Rider and the City MOU, the higher standard shall prevail. All capitalized terms not defined herein shall have the meaning given in the Agreement or the City MOU.

1. City MOU. Consultant acknowledges that the City MOU contains, among other things, local hiring and

supplier diversity requirements applicable to New Port Covington, and that the MOU is applicable to the provision

of the Services. Consultant has received and reviewed the City MOU. Consultant will comply with the provisions

of the City MOU and will support the efforts of Owner to comply with the City MOU, including providing

information and reports as reasonably requested by Owner or its affiliates.

2. Local Hiring. Owner is committed to hiring individuals who reside in Baltimore City; and Consultant

acknowledges the significant benefits of hiring Baltimore City residents.

Consultant shall cooperate with Owner by doing the following:

(a) Manpower Report. Consultant shall fully complete and submit a Manpower Report, in the form

attached hereto as Schedule 16.1-C, to Owner on a monthly basis. The Report should include hiring

information tracked using the Schedule 16.1-D Monthly List of Employees.

(b) Hiring of Baltimore City Residents. For all the Services, Consultant shall utilize commercially

reasonable efforts to hire Baltimore City residents for substantially all open positions for which

they are qualified, and give commercially reasonable priority to such residents.

3. Supplier Diversity. Consultant acknowledges that Owner has made certain commitments relative to the

promotion of minority- and women-owned business enterprises, as set forth in the City MOU (the “Supplier

Diversity Requirements”). Consultant shall use good faith effort to achieve the Supplier Diversity Requirements,

as the same may change from time to time. Consultant shall use good faith efforts to meet or exceed the initial

Supplier Diversity Requirements set forth in the City MOU, including, without limitation, the following:

(a) MBE Requirements. Consultant shall use good faith efforts to utilize City-certified minority-

owned businesses for at least 27% of the aggregate work performed for the Services.

(b) WBE Requirements. Consultant shall use good faith efforts to utilize City-certified women-owned

businesses for at least 10% of the aggregate work performed for the Services.

NOTE: A CONTRACTOR MAY COUNT AS AN MBE OR A WBE,

BUT NOT BOTH! A CONTRACT TO A SINGLE CONTRACTOR

MAY NOT BE SPLIT BETWEEN THE MBE REQUIREMENT AND

THE WBE REQUIREMENT!

RevJan2019

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 2

THE ABOVE RULE IS ONE OF SEVERAL YOU MUST COMPLY

WITH IN MEETING SUPPLIER DIVERSITY REQUIREMENTS.

PLEASE REVIEW AND COMPLY WITH SCHEDULE 16.1-J.

(c) Certification. Businesses hired pursuant to this section must be certified as MBE or WBE by the

City. Consultant shall verify the business’s MBE or WBE certification status with Owner prior to

entering into any applicable subcontract. A business that is certified both as an MBE and a WBE

may be counted towards either the MBE or the WBE requirement, but not towards both. The

participation of the certified business cannot be split between the MBE requirement and the WBE

requirement.

(d) Suspension and Disbarment. If, as determined in Owner’s sole discretion, Consultant willfully and

deliberately attempts to circumvent its obligations to satisfy the Supplier Diversity Requirements,

Owner may terminate the Agreement and suspend or debar the Consultant from future participation

in work at New Port Covington.

4. Monthly Reporting Package. Consultant shall submit to Owner, on a monthly basis, completed and

certified copies of: (a) the Manpower Report; and (b) a report on progress in achieving Supplier Diversity

requirements (collectively, the “Monthly Reporting Package”). Receipt of the Monthly Reporting Package by

Owner shall be a condition to Owner’s obligation to pay any draw request or fees due under the Agreement. Owner

may submit copies of any materials in the Monthly Reporting Package to any City agency.

5. Incorporation of Requirements in Subcontracts. Consultant shall cause any subcontracts entered into

pursuant to the Agreement to contain all applicable terms and provisions of this Rider (the “Hiring Requirements”)

and shall enforce the Hiring Requirements with all remedies available to Consultant under the subcontract, such

that all subcontractors party thereto are bound to the Hiring Requirements in the same manner as Consultant.

6. Maintenance of Records. Consultant shall maintain records for at least six (6) years after completion of

each applicable element of the Development Project, and shall provide Owner and the City with such records upon

request.

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 3

RevJan2019

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 4

Schedule 16.1-A

[Intentionally omitted]

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 5

Schedule 16.1-B

[Intentionally omitted]

DMEAST #44156668 v6 Sch. 16.1 – Page 6

Schedule-16.1-C

MANPOWER REPORT

The City of Baltimore Local Hiring Law Section 27-8 requires businesses to complete and submit this Manpower

Report. Submissions are required each month work is done on the project and must be submitted by the 5th business

day of the following month. Intentional violation of any provision of the Law may result in penalties.

Name of Contractor: Report Period Month:

Project Name: Report Period Year:

CONTRACTOR CONTACT INFORMATION

(Person responsible for working with MOED to achieve local hiring goals)

Contact Name & Title:

Work Address: City, State, Zip:

Telephone Number: Email Address:

OVERALL WORKFORCE

1. Total employees needed to complete this contract:

2. Total existing employees on payroll used to complete this contract:

3. Total new job openings created to complete this contract:

4. Total# of job openings listed with MOED:

NEW HIRES

5. Total number of new employees hired this month:

6. Total Baltimore City residents hired this month:

THIS MONTH

7. Total number of workers on project for this period:

8. Total number of Baltimore City residents on project for this period:

9. Total number of hours worked during this period:

10. Total number of hours worked during this period by Baltimore City

residents:

11. Cumulative number of workers on project since project's inception:

12. Cumulative number of Baltimore City residents on project since project's

inception

13. Cumulative number of hours worked since the project's inception

14. Cumulative number of hours worked by Baltimore City residents since the

project's inception

Confirm List of On-Site Employees (both new and existing) is attached YES

Send completed Manpower Reports to:

Alana Theard- Mayor’s Office of Employment Development

36 S. Charles St. Baltimore, Maryland 21201

or e-mail: atheard@oedworks.com

My signature certifies that the workforce activity reported below is accurate based on the company payroll records.

Signature Date

*The information on this form will be utilized to comply with the City of Baltimore Local Hiring Law

DMEAST #44156668 v6 Sch. 16.1 – Page 7

Schedule 16.1-D

MONTHLY LIST OF EMPLOYEES Please complete the information below for each new working hired during the report period. Email completed form to atheard@oedworks.com

Company Name:

Project Name:

City Agency: MOED

Report Period: Month: Year:

Baltimore City

Resident (Y/N)

Hire Date (New

Employee only)

Job Title

Wage (New

Employee only)

Benefits Offered? Y/N (New

Employee only)

Last Name

First Name

SS # - Last

4 Digits

Address

City, State Zip Code

Referral Source (New

Employee Only)

INSTRUCTIONS:

1. Company Name/Project Name: Please indicate your full company name and the project name.

2. Report Period: Please enter the reporting month and year for your Local Hiring Law Report.

3. Baltimore City Resident: Does employee live in Baltimore City?

4. Hire Date: Please enter the employment start day for your new hires only (hired within 60 days of contract award).

5. Job Title: Please enter the official title for your employee.

6. Wage: Please enter the hourly wage for your new hires only.

7. Benefits Offered? : Will benefits be offered to your new hire within the next 12 months? For your new hires only

8. Last Name/First Name: Please indicate the full last name and first name of your employee.

9. Social Security #: Please indicate the full social security number for your employee.

10. Address: Please indicate the full address for your new hire, including zip code. 11. Referral Source: Please indicate the referral source for your new hires only. For example, MOED, Staffing Company, Employer ( your own recruit)

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 8

Schedule 16.1-E

[Intentionally omitted]

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 9

Schedule 16.1-F

[Intentionally omitted]

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 10

Schedule 16.1-G

[Intentionally omitted]

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 11

Schedule 16.1-H

[Intentionally omitted]

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 12

Schedule 16.1-I

[Intentionally omitted]

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 13

Schedule 16.1-J

Supplier Diversity Rules

[Section references are to Baltimore City Code, Article 5, Subtitle 28 – Minority and Women’s Business

Enterprise; Small Local Business Enterprises]

• Dual certification: A contractor may count work done by a business that is certified by

MWBOO as both an MBE and a WBE toward either participation goal, but not both. A contract

awarded to a single business may not be split between MBE and WBE goals. The contractor

must select the goal toward which the MBE/WBE’s work is to be counted. (§ 28-31(b); § 28-35).

• Payment required: An MBE or WBE’s participation does not count toward the participation

goal until payment has been made to the MBE or WBE. (§ 28-31(c)).

• Self performance: If the contractor is itself a certified MBE or WBE, it may count up to 50% of

the dollar value the contractor intends to perform toward the applicable MBE or WBE

participation goal, up to the available work capacity calculated in accordance with contractor pre-

qualification rules. (§ 28-31(d)).

• Commercially useful function: MBEs and WBEs must perform a “commercially useful

function” for the contracted work. This means real and distinct work for which the business

enterprise has the skill, expertise, and actual responsibility to perform, manage and supervise. (§

28-32).

• Joint ventures: In the case of contracts with a joint venture in which one partner is a certified

MBE or WBE, a contractor may count toward its MBE or WBE goal the portion of the its

expenditure equal to the percentage of the MBE or WBE’s participation in the joint venture. For

example, if the MBE or WBE has a 25% equity interest in the joint venture, the contractor may

count 25% of its contract expenditure toward the applicable participation goal. For this provision

to apply, the MBE or WBE must (1) have an interest in the control, management, risks, and

operation of the joint venture, and (2) be responsible for a distinct, clearly defined portion of the

work, each commensurate with its percentage share in the business. (§ 28-33).

• Subcontracting by MBE/WBE: A contractor may not count toward the participation goal any

contracts with a certified MBE or WBE that intends to subcontract more than 10% of the dollar

amount of the services (excluding materials, equipment and supplies) to be performed under the

contract. (§ 28-34).

• Manufacturers and suppliers. If a contractor hires a certified MBE/WBE supplier that: (1)

manufactures the goods supplied, (2) is a wholesaler warehousing the goods supplied, or (3) is a

manufacturer’s representative, the contractor may apply 100% of the expenditure to the

participation goals. However, only 25% of the participation goal may be attained by expenditures

to certified MBE/WBEs that are non-manufacturing suppliers. There may be discretionary

exceptions to this limit in the case of a contract in which an extraordinarily large proportion of the

contract price is for equipment or supplies. (§ 28-37).

• Insurance companies and travel agents. A contractor may count toward the participation goal

fees or commissions charged by a certified MBE/WBE insurance company, travel agent, or

financial institution, provided the fee or commission is reasonable. (§ 28-38; § 28-39).

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 14

• Non-Affiliation. A contractor may not use a contract with an MBE or WBE in which the

contractor has a financial interest to meet the applicable participation goal. (§ 28-39).

• Maintaining levels during contract term. The contractor must maintain the MBE/WBE

participation levels throughout the term of the contract. Failure to do so will be considered a

material breach of contract. (§ 28-48(e)).

• Payments to subcontractors. The contractor must pay its subcontractors in a timely fashion for

satisfactory work. A payment is timely if it is mailed, delivered, or transferred to a subcontractor

no later than 7 days of contractor’s receipt of funds for the subcontractor’s work. At any time

during the contract term, the contractor must provide Sagamore with evidence that all

subcontractors have been paid out of the proceeds of the prior payment, unless a bona fide

dispute, documented in writing, exists between the contractor and the unpaid subcontractor. (§

28-55).

Professional Services-Good Faith

DMEAST #44156668 v6 Sch. 16.1 – Page 15

Schedule 16.1-K

[Intentionally omitted]

RevJan2019

Professional Services-Good Faith-PSA

SCHEDULE 4

Hiring Requirements Rider

This Hiring Requirements Rider (this “Rider”) is attached to and is part of that certain Professional Services Agreement by and between _____________________________ (“Consultant”) and BALTIMORE URBAN REVITALIZATION LLC, a Delaware limited liability company (“Developer”), dated as of ____________________ (the “Effective Date”), as such agreement may be amended from time to time (the “Agreement”).

To the extent any provisions of this Rider conflict with any other provisions in the Agreement, the provisions of this Rider shall prevail. Any other terms in the Agreement not in conflict with the provisions of this Rider remain in full force and effect. In the event of any conflict between this Rider and the City MOU, the higher standard shall prevail. All capitalized terms not defined herein shall have the meaning given in the Agreement or the City MOU.

1. City MOU. Consultant acknowledges that the City MOU contains, among other things, local hiring andsupplier diversity requirements applicable to New Port Covington, and that the MOU is applicable to the provisionof the Services. Consultant has received and reviewed the City MOU. Consultant will comply with the provisionsof the City MOU and will support the efforts of Developer to comply with the City MOU, including providinginformation and reports as reasonably requested by Developer or its affiliates.

2. Local Hiring. Developer is committed to hiring individuals who reside in Baltimore City; and Consultantacknowledges the significant benefits of hiring Baltimore City residents.

Consultant shall cooperate with Developer by doing the following:

(a) Manpower Report. Consultant shall fully complete and submit a Manpower Report, in the formattached hereto as Schedule 4-C, to Developer on a monthly basis. The Report should includehiring information tracked using the Schedule 4-D Monthly List of Employees.

(b) Hiring of Baltimore City Residents. For all the Services, Consultant shall utilize commerciallyreasonable efforts to hire Baltimore City residents for substantially all open positions for whichthey are qualified, and give commercially reasonable priority to such residents.

3. Supplier Diversity. Consultant acknowledges that Developer has made certain commitments relative tothe promotion of minority- and women-owned business enterprises, as set forth in the City MOU (the “SupplierDiversity Requirements”). Consultant shall use good faith effort to achieve the Supplier Diversity Requirements,as the same may change from time to time. Consultant shall use good faith efforts to meet or exceed the initialSupplier Diversity Requirements set forth in the City MOU, including, without limitation, the following:

(a) MBE Requirements. Consultant shall use good faith efforts to utilize City-certified minority-owned businesses for at least 27% of the aggregate work performed for the Services.

(b) WBE Requirements. Consultant shall use good faith efforts to utilize City-certified women-ownedbusinesses for at least 10% of the aggregate work performed for the Services.

NOTE: A CONTRACTOR MAY COUNT AS AN MBE OR A WBE, BUT NOT BOTH! A CONTRACT TO A SINGLE CONTRACTOR MAY NOT BE SPLIT BETWEEN THE MBE REQUIREMENT AND THE WBE REQUIREMENT!

Professional Services-Good Faith

RevJan2019

THE ABOVE RULE IS ONE OF SEVERAL YOU MUST COMPLY WITH IN MEETING SUPPLIER DIVERSITY REQUIREMENTS. PLEASE REVIEW AND COMPLY WITH SCHEDULE 4-J.

(c) Certification. Businesses hired pursuant to this section must be certified as MBE or WBE by theCity. Consultant shall verify the business’s MBE or WBE certification status with Developer priorto entering into any applicable subcontract. A business that is certified both as an MBE and a WBEmay be counted towards either the MBE or the WBE requirement, but not towards both. Theparticipation of the certified business cannot be split between the MBE requirement and the WBErequirement.

(d) Suspension and Disbarment. If, as determined in Developer’s sole discretion, Consultant willfullyand deliberately attempts to circumvent its obligations to satisfy the Supplier DiversityRequirements, Developer may terminate the Agreement and suspend or debar the Consultant fromfuture participation in work at New Port Covington.

4. Monthly Reporting Package. Consultant shall submit to Developer, on a monthly basis, completed andcertified copies of: (a) the Manpower Report; and (b) a report on progress in achieving Supplier Diversityrequirements (collectively, the “Monthly Reporting Package”). Receipt of the Monthly Reporting Package byDeveloper shall be a condition to Developer’s obligation to pay any draw request or fees due under the Agreement.Developer may submit copies of any materials in the Monthly Reporting Package to any City agency.

5. Incorporation of Requirements in Subcontracts. Consultant shall cause any subcontracts entered intopursuant to the Agreement to contain all applicable terms and provisions of this Rider (the “Hiring Requirements”)and shall enforce the Hiring Requirements with all remedies available to Consultant under the subcontract, suchthat all subcontractors party thereto are bound to the Hiring Requirements in the same manner as Consultant.

6. Maintenance of Records. Consultant shall maintain records for at least six (6) years after completion ofeach applicable element of the Project, and shall provide Developer and the City with such records upon request.

Professional Services-Good Faith

Schedule 4-A

[Intentionally omitted]

Professional Services-Good Faith

Schedule 4-B

[Intentionally omitted]

Rev Jan 2019

Send completed Manpower Reports to: Alana Theard- Mayor’s Office of Employment Development 36 S. Charles St. Baltimore, Maryland 21201 or e-mail: atheard@oedworks.com

My signature certifies that the workforce activity reported below is accurate based on the company payroll records.

Signature ______________________________________________ Date ___________________________

*The information on this form will be utilized to comply with the City of Baltimore Local Hiring Law

Schedule-4C MANPOWER REPORT

The City of Baltimore Local Hiring Law Section 27-8 requires businesses to complete and submit this Manpower Report. Submissions are required each month work is done on the project and must be submitted by the 5th business day of the following month. Intentional violation of any provision of the Law may result in penalties.

Name of Contractor: Report Period Month:

Project Name: Report Period Year:

CONTRACTOR CONTACT INFORMATION

(Person responsible for working with MOED to achieve local hiring goals)

Contact Name & Title:

Work Address: City, State, Zip:

Telephone Number: Email Address:

OVERALL WORKFORCE

1. Total employees needed to complete this contract:

2. Total existing employees on payroll used to complete this contract:

3. Total new job openings created to complete this contract:

4. Total# of job openings listed with MOED:

NEW HIRES

5. Total number of new employees hired this month:

6. Total Baltimore City residents hired this month:

THIS MONTH

7. Total number of workers on project for this period:

8. Total number of Baltimore City residents on project for this period:

9. Total number of hours worked during this period:

10. Total number of hours worked during this period by Baltimore Cityresidents:

11. Cumulative number of workers on project since project's inception:

12. Cumulative number of Baltimore City residents on project since project'sinception

13. Cumulative number of hours worked since the project's inception

14. Cumulative number of hours worked by Baltimore City residents since theproject's inception

Confirm List of On-Site Employees (both new and existing) is attached YES

Please complete the information below for each new working hired during the report period. Email completed form to atheard@oedworks.comCompany Name: Project Name:City Agency: MOEDReport Period: Month: Year:

Baltimore City Resident (Y/N)

Hire Date (New Employee only) Job Title

Wage (New Employee only)

Benefits Offered? Y/N (New

Employee only) Last Name First NameSS # - Last

4 Digits Address City, State Zip CodeReferral Source (New

Employee Only)

INSTRUCTIONS:1. Company Name/Project Name: Please indicate your full company name and the project name.2. Report Period: Please enter the reporting month and year for your Local Hiring Law Report.3. Baltimore City Resident: Does employee live in Baltimore City?4. Hire Date: Please enter the employment start day for your new hires only (hired within 60 days of contract award).5. Job Title: Please enter the official title for your employee.6. Wage: Please enter the hourly wage for your new hires only.7. Benefits Offered? : Will benefits be offered to your new hire within the next 12 months? For your new hires only8. Last Name/First Name: Please indicate the full last name and first name of your employee.9. Social Security #: Please indicate the full social security number for your employee.10. Address: Please indicate the full address for your new hire, including zip code.11. Referral Source: Please indicate the referral source for your new hires only. For example, MOED, Staffing Company, Employer ( your own recruit)

Schedule 4DMONTHLY LIST OF EMPLOYEES

Professional Services-Good Faith

Schedule 4-E [Intentionally omitted]

Professional Services-Good Faith

Schedule 4-F [Intentionally omitted]

Professional Services-Good Faith

Schedule 4-G

[Intentionally omitted]

Professional Services-Good Faith

Schedule 4-H [Intentionally omitted]

Professional Services-Good Faith

Schedule 4-I

[Intentionally omitted]

Professional Services-Good Faith

Schedule 4-J

Supplier Diversity Rules

[Section references are to Baltimore City Code, Article 5, Subtitle 28 – Minority and Women’s Business Enterprise; Small Local Business Enterprises]

• Dual certification: A contractor may count work done by a business that is certified byMWBOO as both an MBE and a WBE toward either participation goal, but not both. A contractawarded to a single business may not be split between MBE and WBE goals. The contractormust select the goal toward which the MBE/WBE’s work is to be counted. (§ 28-31(b); § 28-35).

• Payment required: An MBE or WBE’s participation does not count toward the participationgoal until payment has been made to the MBE or WBE. (§ 28-31(c)).

• Self performance: If the contractor is itself a certified MBE or WBE, it may count up to 50% ofthe dollar value the contractor intends to perform toward the applicable MBE or WBEparticipation goal, up to the available work capacity calculated in accordance with contractor pre-qualification rules. (§ 28-31(d)).

• Commercially useful function: MBEs and WBEs must perform a “commercially usefulfunction” for the contracted work. This means real and distinct work for which the businessenterprise has the skill, expertise, and actual responsibility to perform, manage and supervise. (§28-32).

• Joint ventures: In the case of contracts with a joint venture in which one partner is a certifiedMBE or WBE, a contractor may count toward its MBE or WBE goal the portion of the itsexpenditure equal to the percentage of the MBE or WBE’s participation in the joint venture. Forexample, if the MBE or WBE has a 25% equity interest in the joint venture, the contractor maycount 25% of its contract expenditure toward the applicable participation goal. For this provisionto apply, the MBE or WBE must (1) have an interest in the control, management, risks, andoperation of the joint venture, and (2) be responsible for a distinct, clearly defined portion of thework, each commensurate with its percentage share in the business. (§ 28-33).

• Subcontracting by MBE/WBE: A contractor may not count toward the participation goal anycontracts with a certified MBE or WBE that intends to subcontract more than 10% of the dollaramount of the services (excluding materials, equipment and supplies) to be performed under thecontract. (§ 28-34).

• Manufacturers and suppliers. If a contractor hires a certified MBE/WBE supplier that: (1)manufactures the goods supplied, (2) is a wholesaler warehousing the goods supplied, or (3) is amanufacturer’s representative, the contractor may apply 100% of the expenditure to theparticipation goals. However, only 25% of the participation goal may be attained by expendituresto certified MBE/WBEs that are non-manufacturing suppliers. There may be discretionaryexceptions to this limit in the case of a contract in which an extraordinarily large proportion of thecontract price is for equipment or supplies. (§ 28-37).

• Insurance companies and travel agents. A contractor may count toward the participation goalfees or commissions charged by a certified MBE/WBE insurance company, travel agent, orfinancial institution, provided the fee or commission is reasonable. (§ 28-38; § 28-39).

Professional Services-Good Faith

• Non-Affiliation. A contractor may not use a contract with an MBE or WBE in which thecontractor has a financial interest to meet the applicable participation goal. (§ 28-39).

• Maintaining levels during contract term. The contractor must maintain the MBE/WBEparticipation levels throughout the term of the contract. Failure to do so will be considered amaterial breach of contract. (§ 28-48(e)).

• Payments to subcontractors. The contractor must pay its subcontractors in a timely fashion forsatisfactory work. A payment is timely if it is mailed, delivered, or transferred to a subcontractorno later than 7 days of contractor’s receipt of funds for the subcontractor’s work. At any timeduring the contract term, the contractor must provide Sagamore with evidence that allsubcontractors have been paid out of the proceeds of the prior payment, unless a bona fidedispute, documented in writing, exists between the contractor and the unpaid subcontractor. (§28-55).

Professional Services-Good Faith

Schedule 4-K

[Intentionally omitted]

Weller Development

| PROPRIETARY AND CONFIDENTIAL

Rev. 2.2021 16

Exhibit E - Insurance Requirements

Consultant shall secure and maintain in force the policies of insurance identified below.

A. Commercial General Liability Insurance. Commercial general liability insurance on a form at least as broad as Insurance Services Office (“ISO”) commercial general liability coverage “occurrence” form CG 00 01 04 13, or another “occurrence” form providing equivalent coverage and approved in writing by Owner, providing commercial general liability coverage, contractual liability coverage, coverage for bodily injury (including death), property damage (including loss of use thereof), ongoing and completed operations, and personal and advertising injury, with minimum limits of liability equal to the greater of (i) the limits set forth in Consultant’s commercial general liability policy or (ii) the following amounts:

• $2,000,000 per occurrence limit

• $2,000,000 general aggregate (other than products completed operations)

• $2,000,000 products completed operations aggregate limit

• $1,000,000 personal and advertising injury limit

• $10,000 medical expense limit (any one person)

Commercial General Liability requirements as outlined herein can be met through any combination of primary and umbrella insurance policies.

B. Commercial (Business) Automobile Liability Insurance. Commercial (business) automobile liability insurance issued on a form at least as broad as ISO business auto coverage form CA 00 01 10 13, or other form providing equivalent coverage, approved by Owner in writing, covering all hired, borrowed and non-owned vehicles brought onto Owner’s premises, with minimum limits of liability equal to the greater of (i) the limits set forth in Consultant’s commercial automobile liability policy or (ii) $1,000,000 per accident combined single limit for bodily injury, death, and property damage.

C. Workers’ Compensation and Employers’ Liability Insurance. Workers’ compensation insurance as required by statute. Employers’ liability (or, in a monopolistic state, stop gap liability) insurance with limits of liability coverage of not less than $100,000 each accident, $100,000 each employee disease, and $100,000 policy limit-disease. Consultant hereby waives all rights of recovery against Owner and the other Indemnified Parties (as defined below) arising out of claims made under the workers’ compensation or employers’ liability insurance required to be maintained under this

Weller Development

| PROPRIETARY AND CONFIDENTIAL

Rev. 2.2021 17

Agreement, and all such insurance shall include, by endorsement or otherwise, a waiver of subrogation in favor of Owner and the other Indemnified Parties.

D. Professional Liability Insurance. Professional liability insurance written on a form specifically designed to protect against negligent acts, errors or omissions for the scope of professional services performed by Consultant with limits of at least the amounts set forth below and with a deductible, if any, acceptable to the Owner. The Consultant warrants that any applicable retroactive date precedes the date the Consultant will have first performed any services under this Agreement, and that continuous coverage will be maintained or an extended reporting period will be exercised for a period of 5 years after completion of, and final payment for, the Consultant’ services under this Agreement.

Minimum Limits: $2,000,000 each claim

E. Additional Requirements. All insurance policies required above will be issued by insurers with AM Best Insurance Guide ratings of at least A- VII or better and licensed in the jurisdiction in which the Project Site is located. Consultant shall name certain Indemnified Parties as Additional Insureds for all insurance required herein (except for workers compensation and professional liability insurance) at the time of placement.

• Coverage for the additional insureds shall be primary, and non-contributory with any other insurance coverage any additional insured may have. The coverage for the additional insureds shall be at least as broad as the coverage afforded Consultant under its policies of insurance.

Prior to commencing its Services, Consultant shall provide Owner with Certificate(s) of Insurance and copies of any applicable endorsements evidencing the above insurance policies and the additional insureds’ status. If requested by Owner, Consultant shall provide Owner with complete copies of the policies required to be maintained hereunder, including any applicable endorsements. Consultant shall notify Owner in writing immediately if Consultant’s insurance coverage is terminated or modified for any reason. The issuance or maintenance of insurance of any type by Consultant will not be deemed or construed to release, limit, waive, or discharge Consultant from any of the obligations and risks imposed by this Agreement or applicable law upon Consultant. Neither failure by Owner to require proof of insurance from Consultant nor the contents of a certificate of insurance provided by Consultant shall be deemed a waiver of Owner’s or any other additional insured’s rights or Consultant’s obligations regarding the provision of insurance under this Agreement.