Agmt15 Hamilton & Winslow Properties LLC Reimbursement Agreement

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acknowledges and understands and accepts the risk that the City may elect not to negotiate an agreement with Developer regarding the Project or the underground parking and to discontinue this process completely at any point whatsoever. F. Developer acknowledges and understands that Developer shall be required to fund City's costs associated with obtaining any land use approvals or entitlements in furtherance of development of the Project, whether such costs are incurred prior to or after entering into an agreement. In addition, such agreement shall require Developer to pay for City's expenses associated with implementation of such agreement. The parties understand that the intent is to provide that City shall recover all costs associated with the review, evaluation, and processing of the Project or implementation of any agreement related to the Project if it is approved. G. The Parties intend that as a result of this Agreement, by implementing the reimbursement policy, all costs and expenses associated with City's review, evaluation, consideration, processing of the Project, and negotiation, analysis, drafting and implementation of any agreements related to the Project, including but not limited to compensation for all City employee staff time and payment of all third party consultant contracts including legal consultants, shall be paid using funds deposited in advance with City by Developer for such purpose and that City shall not be required to advance City funds or incur any liability to cover such costs and expenses. H. The Parties agree that all costs and expenses incurred and to be incurred by Developer relating to the Project, including negotiating the deal terms and any agreement, are incurred and shall be borne solely by Developer, regardless of how City, in its sole discretion, acts upon the Project, whether or not City ultimately enters into an agreement, or processes future applications related to the Project. AGREEMENT ARTICLE 1. INCORPORATION OF RECITALS Section 1.01. All of the recitals set forth above are true and correct and are hereby incorporated in this Agreement as if fully set forth herein. ARTICLE 2. EFFECTIVE DATE AND TERM Section 2.01. Effective Date. This Agreement shall become effective upon the date this Agreement is fully executed by the Parties (the "Effective Date"). City acknowledges that Developer deposited an initial sum of Twenty-Five Thousand Dollars ($25,000) to cover City costs, which shall be credited against the amounts due under this Agreement. Subject to the credit set forth in the preceding sentence, Developer agrees to reimburse City for its costs incurred in connection with the Project commencing on August 13, 2014. 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 completion of the Project. Page 2 of 10 82483.00019\94921093