Agmt14 Greystar GP II, LLC - Jefferson Prop reimbursement

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Section 2.02. Term. The term of the Agreement (the "Term") shall begin on the Effective Date and shall terminate upon the earlier of: (a) the date of termination pursuant to Section 5.03 herein; or (b) the date the City Council takes final action on the proposed disposition and development agreement or purchase and sale agreement with Developer for development of the Project. ARTICLE 3. RESOLUTION NO. 14609 Section 3.01. In General. Developer acknowledges and agrees that the cost recovery principles articulated in Resolution No. 14609 Planning Cost Recovery Policy govern City's consideration of the Project. Developer further acknowledges and agrees that the review, evaluation, consideration, and processing of the Proposal and all related and supporting material, documentation, and data will not occur if Developer does not fund such work in advance, and that City may immediately suspend such work until adequate funds to meet processing costs are deposited with City,or City may terminate this Agreement pursuant to Section 5.03. In the event of any inconsistency between the reimbursement policy of Resolution No. 14609 and this Agreement,the provisions of this Agreement shall control. ARTICLE 4. SELECTION OF CONSULTANTS AND FUNDING OF CITY COSTS Section 4.01. Consultants. (a) Upon entering into this Agreement, City will provide Developer with information regarding the consultants, sub-consultants, and/or special legal counsel to be retained by City to provide services to City regarding the Project including the current scope and budget for such Consultant prior to authorizing work under any such third party contract. Developer agrees that City will charge actual staff time and expenses attributable to the administration of Consultant Contracts entered into by City under this Agreement. The City will provide the Developer with a budget for the work under this Agreement concurrent with execution of this Agreement and will notify the Developer of any materiat increases in the budget prior to authorizing additional work. (b) On a monthly basis, City will provide to Developer a summary report on the fees incurred by City's team of Consultants and City staff, the percentage of the deposit that has been expended by City on its evaluation of the Project, and the amount remaining available for billing. Upon the request of Developer, the City will provide Developer the supporting detail for any reimbursement, including copies of any third party invoices under approved scopes of work(not including any information subject to attorney client privilege).The Developer shall not be responsible for third party contractor invoices that are not authorized under the approved scopes and budgets. Section 4.02. Evergreen Denosit. (a) Developer shall establish and fund a deposit account designed to ensure that City is never required to perform work for which reimbursement funds have not been previously deposited ("Evergreen Deposit"). The Evergreen Deposit shall contain funds ATTY/AGR/2014.130/GREYSTAR REIMBURSEMENT AGR-JEFFERSON REV:0&01-14 VR Page 3 0(10