R2006-40 AUTHORIZING AGREEMENT WITH GMRI, INC.

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' Decatur—06G0023 c8 -final � 10/19/O5, 14/20/05,10/21/O5, 10/24/O5, I1/11/O5, 12/20/O5, I/31/06 approximately 5 feet from the building footers; however, the cost to extend the utilities from the 5-foot location to within the building will be Buyer's expense. Parkin�. Construction of the parking area within the area outlined in bold on Exhibit "A-7", including but not limited to paving, curbing, striping and lighting. Before Buyer obtains bids for its initial construction it shall provide to Seller the plans and specifications for the Site Work. When Buyer receives bids for its initial construction, Buyer will provide Seller with a copy of each bid relating to the costs for the components of the Site Work described below, for Seller's reasonable approval of a "winning bid", Buyer will have the right to disqualify any incomplete or inaccurate bids. If the parties do not agree on a winning bid or winning bid amount, then the parties will work together to obtain two (2) additional bids for the Site Work and agree upon a reasonable amount to perform the Site Work. The bid amount approved by both parties will be the"Approved Bid". Following Buyer's completion of the Site Work (to be evidenced by a certification, signed and sealed by a licensed engineer certifying that the Site Work has been completed in accordance with this Agreement), Seller will reimburse Buyer for the Approved Bid amount relating to the Relocation Work, together with additional costs, if any, as a result of unforeseen site conditions that affected the Site Work, within 30 days of receipt of notice from Buyer; Buyer's notice will include reasonable evidence of any additional costs associated with unforeseen conditions. This provision will survive Closing. 3. Construction/Opening Covenant. Buyer agrees that it shall construct a building on the Property and open for business as an Olive Garden� restaurant within 24 months after Closing. This provision will survive Closing. If Buyer shall fail to comply with the foregoing obligation,then Seller shall have an option to purchase the Property from Buyer at a purchase price of $400,000.00 less Seller's actual out-of-pocket costs of the following: (a) costs to perform Seller's Pre-Closing Work (pursuant to Rider Part B Section 1) and Seller's Post- Closing Work (per Rider Part C Section 1) and (b) the Closing costs that were paid by Seller at the Closing per the third sentence of Section 7 of this Agreement (provided, however, that Seller's counsel fees to be reimbursed shall be the reasonable legal fees paid to outside counsel, not to exceed $15,000.00). Seller shall have 60 days after the end of such 24 month period to exercise such option by giving Buyer notice of same. The closing shall be 30 days after Seller's exercise of such option. PART E—ESCROW At Closing, and amount equal to(i)the Approved Bid for the Site Work(per Part D, Section 2),plus(ii)a good faith,mutually approved bid or estimate of the amount needed to complete Seller's Post-Closing Work(per Part C above)("Post-Closing Amount"), will be withheld from Seller's proceeds and placed in escrow with Escrow Agent(jointly,the"Escrow Amount"). Within the first 30 days following the Effective Date,the parties will work together in good faith and with Escrow Agent to create a mutually acceptable Escrow Agreement encompassing the terms described herein and any reasonable provisions required by Escrow Agent. A. Reimbursement of Site Work costs. Seller shall have the right to reimburse Buyer for the amount of the Site Work costs either directly from the Escrow by providing written instruction to the Escrow Agent, or,by payment directly to Buyer outside of the Escrow. If Seller directly reimburses Buyer for the Site Work costs, then upon Buyer's receipt of the reimbursement,the parties will instruct the Escrow Agent to release from Escrow an amount equal to the Site Work reimbursement paid to Buyer. If Seller fails to reimburse Buyer for the Site Work � costs within the 30-day period described in Rider Part D Section 2,then Buyer shall have the right to notify � Escrow Agent to reimburse Buyer out of the Escrow Amount, and Escrow Agent shall pay the reimbursement �� amount to Buyer within 5 days after receipt of Buyer's notice; if the Escrow dces not contain sufficient funds to so reimburse Buyer,then Seller shall pay the difference to Buyer outside of escrow. 13