Agmt18 Economic and Planning Systems, Inc.

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TASK 2: Sequoia Station Transit District Step 2.1: Financial Due Diligence and Peer Review The Consultant will review materials and documentation related to the financial structure and projections for the Sequoia Station project. The EPS analysis will be designed to substantiate claims by the project applicant related to the need for various land use approvals, including density and height allowances. The EPS review will focus on the validity of key financial projections and related assumptions provided by the applicant, such as expected rents, project costs, and required return thresholds. EPS will compare these assumptions and supporting information against prevailing industry standards and readily available data to assess the validity of the applicant's claims and need for requested approvals. Step 2.2: Meetings and Deliverables EPS will document the findings from the "peer review" conducted above in a technical memorandum for City review. EPS will also participate in up to two (2) conference call - type meetings with City staff to discuss key issues and findings. In addition, EPS will participate in several meetings with the developer (up to 4 hours) to flush out key project parameters, clarify key issues and data sources, and address outstanding questions. The budget estimated provide below assumes that the project parameters do not evolve during the course of the study. Step 2.3: On-going Technical Analysis and Support (Optional) Additional technical issues may arise during the course of the study that could change the fundamental elements of the Sequoia Station project, including evolving market consideration as well as revised deal terms introduced by the numerous project stakeholders (e.g. the City, Caltrain, or other property owners). As noted, changes to key project parameters are not anticipated in the technical analysis described above. As such, the Consultant will be available to the City as requested to conduct additional analysis on additional financial issues that may arise. The Consultant would also be available to participate in additional meetings beyond those specified above. Should the City determine that add-on analysis and support is needed, The Consultant will provide an updated scope and budget accordingly. Project Budget A not -to -exceed budget amount of $10,000. The budget estimate covers all costs associated with the tasks and meetings. REV: 02-25-21 PR ATTY/AGR.2021/Amend. No. 2/Economic Planning Systems, Inc. (EPS AMENDMENT NO.2 TO AGREEMENT) (Page 7 of 7)