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ATTACHMENT 3 REIMBURSEMENT AGREEMENT FOR THIRD-PARTY CONSULTING COSTS INCURRED BY THE CITY OF PLEASANTON TO ESTABLISH THE JOHNSON DRIVE ECONOMIC DEVELOPMENT ZONE This Reimbursement Agreement for Third-Party Consulting Costs Incurred by the City of Pleasanton to Establish the Johnson Drive Economic Development Zone ("Agreement") is entered into on July 15, 2014, between the City of Pleasanton, a general law city("City") and Nearon Enterprises, LLC,a California corporation ("Owner"). RECITALS A. Owner owns or has an interest in certain real property consisting of approximately 22.5 acres, located generally in the City of Pleasanton, County of Alameda, State of California, on Johnson Drive and Commerce Circle, and as more particularly known as: 7164 Johnson Drive, 7200, 7202, 7204 Johnson Drive, 7208 Johnson Drive, 7280 Johnson Drive,and 7035 Commerce Circle(the"Property"). B. On April 15, 2014, the City Council of the City of Pleasanton approved the establishment of an Economic Development Zone Program with the purpose of identifying opportunity sites within the City that would benefit from being repositioned and/or redeveloped. The establishment of the Economic Development Zone Program allows the City to designate such opportunity sites and take steps to encourage future investment as desired by the City and the community. C. In furtherance of the Economic Development Zone Program, the City Council also approved the initiation of the Johnson Drive Economic Development Zone(the "Development Zone"). The Property, together with certain adjacent parcels, is proposed to be within the boundaries of the Development Zone. D. In connection with the initiation of the Development Zone, the City intends to develop a work plan that will include proposals to amend the City's General Plan, re-zone the Property from the current predominantly industrial zoning designation to allow Retail, Highway and Service Commercial, Business and Professional Office uses, and such other uses as the City deems compatible, create site development standards and design guidelines, specify fees and fee credits for prospective office, retail and industrial uses, specify off-site improvements for prospective office, retail and industrial uses, enter into agreements with the property owners, and potentially provide tax incentives and rebates for certain uses. E. The City anticipates that the consideration of establishment of the Development Zone will require the City to retain third-party consultants to conduct work in furtherance of the City's Development Zone work plan (described above in Recital D), and Owner intends to reimburse City for these third-party consulting costs as set forth herein. 1