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DRAFT 07/01/14 Section 1. Reimbursement of Third-Party Consulting Costs. A list of the third-party consultants proposed to be retained by the City in furtherance of the Development Zone work plan,together with a description of the proposed scope of work and estimate of costs for each third-party consultant, is attached hereto (and incorporated herein as if set forth in full)as Exhibit A (the "Eligible Consulting Costs"). During the term of this Agreement, Owner agrees to reimburse City for the Eligible Consulting Costs. The Eligible Consulting Costs are the only costs eligible for reimbursement under this Agreement, and Owner shall have no obligation to reimburse City for other costs incurred in connection with the Development Zone, including, but not limited to, City staff costs. Section 2. Time and Manner of Reimbursement. Payment for Eligible Consulting Costs shall be made in two phases as follows: (a) Owner shall make an initial $50,000 payment(the "Initial Deposit")to the City when the City executes an agreement for Eligible Consulting Costs; (b)within thirty (30) days of the Owner's receipt of an invoice from the City documenting the costs incurred by the City for Eligible Consulting Costs that exceed the Initial Deposit. All invoices shall be provided by City pursuant the notice requirements of Section 7, below. Once received, Owner shall review each invoice to confirm the costs set forth therein are Eligible Consulting Costs. In the event Owner determines that any invoiced costs are not Eligible Consulting Costs, Owner shall notify the City within fifteen (15) days of receipt of an invoice from City. Following such notification by Owner, the City shall review the invoice to confirm all costs are Eligible Consulting Costs, and shall notify Owner of its determination. In the event Owner has notified City of the ineligibility of certain costs as described above, payment for Eligible Consulting Costs shall be made within thirty (30)days of Owner's receipt of City's final determination as to the permissible costs. The City hereby directs that any Eligible Consulting Costs due to the City pursuant to this Agreement shall be payable to the City of Pleasanton and mailed to: Attention: Section 3. Benefit to Other Development Zone Properties; City to Require Reimbursement. Owner's agreement herein to reimburse City for the Eligible Consulting Costs will benefit other properties located within the Development Zone in that it will facilitate the implementation of the Development Zone. Given the benefits other properties will receive, the City agrees that Owner is eligible for, and City will require, reimbursement to Owner under the City's applicable reimbursement programs and in accordance with applicable laws and regulations. Section 4. Term. This Agreement shall be effective on the date of execution and shall continue until July 30, 2015, or the approval of the Development Zone by the City Council, whichever occurs earlier; provided, however, that the obligations of City set forth in Section 3, herein, shall survive the expiration of the term and the termination of this Agreement. 2