Wrarasicos GROSSO» Larry J. Tarabicos Geolfiey L. Grosso Scott L. Matthews Michael J. Hoffman ‘Thomas F. Driscoll 111 Bradley E. Marcum (NJ and PA only) Adrian E. Ciacci (PA only) July 16, 2018 VIA CERTIFIED AND ELECTRONIC MAIL, Dr. Mark Holodick, Superintendent Brandywine Schoo! District 1311 Brandywine Boulevard Wilmington, Delaware 19809 ‘Michael J. Hoffman mike@tarabicosgrosso.com (0) 302-757-7811 (0) 302-757-7801, (One Corporate Commons 100 West Commons Boulevard Suite 415 New Castle, DE 19720 302-757-7800 wwnw.tarabicosgrosso.com RE: Concord Plaza Revised Voluntary School Assessment Agreement Dear Dr. Holodick Thank you, again, for taking the time, especially while on vacation, to discuss the Concord Plaza project and associated Voluntary School Assessment Agreement. Enclosed, for your records, is a Clocked Copy of the revised Agreement, which was recorded in the Office of the Recorder of Deeds in and for New Castle County on July 12, 2018. In addition, this letter memorializes the parties’ understanding, consistent with our conversations the week of June 24, 2018, that the full Voluntary School Assessment for the subject 101 residential units shall not be due until June 30, 2021 (i.e. three (3) years after the date of the revised Voluntary School Assessment Agreement), or upon Certificate of Occupancy, whichever date shall occur later. This letter further memorializes the parties’ understanding that, for purposes of the Voluntary School Assessment Agreement, the first building permit for a residential unit to be constructed on the Property was issued during fiscal year 2017. Please advise at your earliest convenience if anything within this letter is not consistent with your understanding. Otherwise, thank you for your cooperation and efforts, Very truly your Micl J. Hoffman: Enclosure cc: Dr. Jason Hale, Chief Financial Officer (via electronic mail) Mr. Robert E. Buecini (via electronic mail) Joseph G. Lisicky, Esquire (via electronic mail) (00035155 Docx.SLOCKED COPY Tax Parcel Nos.: 06-051.00-112 06-052.00-267 06-052.00-002 06-051.00-054 MI 06.052.00-268 20 | 06-052.00-003 vote ao 1? g5o8e 06-051.00-123 Han 120180024278 Prepared By/Return to: Nich Kozikeuski James Pennewell New Castle Recorder MISC Education Specialist, Capital Projects Management Delaware Department of Education John G. Townsend Building 401 Federal Street, Suite 2 Dover, DE 19901 VOLUNTARY SCHOOL ASSESSMENT AGREEMENT THIS AGREEMENT made this 30" day of June, 2018, by and between the Delaware Department of Education, hereinafter referred to as “DDOE,” an Agency of the State of Delaware, and BPG Office III, LLC, a limited liability company of the State of Delaware, Residential Partners X Concord, LLC, a limited liability company of the State of Delaware, and Residential Partners X Phase 1 Concord, LLC, a limited liability company of the State of Delaware, for themselves and for their successors and assigns, being all legal and equitable owners of the property, hereinafter refer to as “OWNERS”, WHEREAS, OWNERS warrant that they hold fee simple absolute title to those certain lands and premises more fully described in Exhibit “A” attached hereto and incorporated herein by reference thereto, hereinafter referred to as the “Property;” and WHEREAS, pursuant to New Castle County Department of Land Use Application No.2015- 0715, OWNERS desire to create a major subdivision on the Property to be known as “Concord Plaza” containing 341 residential units, none of which units shall be restricted by covenants of recordto provide housing or shelter predominantly for individuals 55 years of age or older pursuant to the provisions of the Federal Fair Housing Act, 42 U.S.C. §3601, et seq.; the subdivision plan for which said subdivision was recorded in the Office of the Recorder of Deeds in and for New Castle County, Delaware as Instrument No. 20170126-0004656; and WHEREAS, DDOE and OWNERS executed a Voluntary School Assessment Agreement for the Property dated January 11, 2017 and recorded in the Office of the Recorder of Deeds in and for ‘New Castle County as Instrument No. 20170111-0001958 (the “January 2017 Agreement”); and WHEREAS, after further examination of the projected impacts of the Concord Plaza project, the Brandywine School District has certified that the school district has adequate capacity for 240 of the Concord Plaza residential units; and WHEREAS, a Voluntary School Assessment is required with respect to the 101 residential units for which the school district has concluded there is no capacity; and WHEREAS, the OWNERS desire to provide for the payment of the Voluntary School Assessment pursuant to the provisions of 9 Del. C. §2661 and 14 Del. C. §103 (c); and NOW, THEREFORE, WITNESSETH: That for and in consideration of the sum of TEN DOLLARS ($10.00) paid by each of the parties hereto unto the other, the receipt of which is hereby acknowledged, together with other good and valuable consideration, the sufficiency of which the parties do hereby acknowledge, the parties hereby covenant and agree as follows, to-wit: 1, For each of the residential units, which shall be the last one hundred and one (101) residential units to be constructed on the Property, OWNERS shall pay to the DDOE the Voluntary School Assessment for the fiscal year in which the first building permits issued for a residential unit to be constructed on the Property, hereinafter referred to as the “Assessment.” The DDOE shall 2