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Attachment 2 REIMBURSEMENT AGREEMENT This Reimbursement Agreement("Agreement") is entered into on , 2020, between the City of Pleasanton, a general law city("City") and AVS Ranch, LLC ("Owner"). RECITALS A. Owner owns or has an interest in 154-acres site located at 1000 Minnie Drive in the City of Pleasanton, County of Alameda, State of California, (the"Property"). B. On May 19, 2020, the City Council authorized the professional services agreement with FirstCarbon Solutions(FCS) for the preparation of an Initial Study pursuant to CEQA for the Owner's proposed 22-single-family residential community and related improvements on the Property. C. Owner agrees to reimburse City for the cost of FCS' services. NOW, THEREFORE, in exchange for valuable consideration,the parties agree as follows: Section 1. Reimbursement of Third-Party Consulting Costs. A list of the third-party consultants proposed to be retained by the City to prepare the Initial Study,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. 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 $25,000 payment(the "Initial Deposit")to the City when the City executes an agreement for Eligible Consulting Costs; (b)the remaining contract amount/balance within thirty(30)days of the Owner's receipt of an invoice from the City. All invoices shall be provided by City pursuant the notice requirements of Section 6,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: Jenny Soo City of Pleasanton Planning Division 200 Old Bernal Avenue P.O. Box 520 Pleasanton, CA 94566-0802 Section 3. Term. This Agreement shall be effective on the date of execution and shall