Agmt23 Peninsula Corridor Joint Powers Board

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REV: 01-17-23 JB F. The Parties desire to enter into this Agreement to identify the obligations of each Party with respect to the costs associated with the Transit District Transit District Amendments, including ESA Scope, Staffing Costs and any additional costs, and related indemnification and to implement the Cost Recovery Policy and specifically to cover the costs incurred commencing as of the effective date as defined in Section 2.01 and to be incurred by City in connection with the processing of the Transit District Amendments. Developer understands that its funding of such costs is at its sole risk and that nothing in this Agreement is or shall be construed to control or limit the City’s exercise of discretion with respect to any aspect of evaluating the Transit District Amendments, nor shall it be construed as making any commitment regarding the granting of any entitlements for development. Developer further acknowledges and understands and accepts the risk that the City may elect to discontinue this process completely at any point whatsoever. 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”). Developer agrees to reimburse City for its costs incurred in connection with the Transit District Amendments commencing on November 4, 2019. Section 2.02. Term. The term of the Agreement (the “Term”) shall begin on the Effective Date and shall terminate upon the expiration of the appeal period of the final action on the Transit District Amendments. ARTICLE 3. COST RECOVERY POLICY Section 3.01. In General. Developer acknowledges and agrees that the cost recovery principles articulated in the Cost Recovery Policy govern City’s consideration of the Proposed Transit District Amendments. In the event of any inconsistency between the Cost Recovery Policy 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, Developer understands the ESA Scope and Staffing Costs includes consultants, sub-consultants, and/or special legal counsel to be retained by City to provide services to City regarding the Transit District Amendments. 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. ATTY/AGR.2022.391/Joint Powers Board (Transit District Amendments) (Page 2 of 7)