Agmt12 Lowe Enterprises Real Estate Group Winslow Project

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the RFQ process for the potential development of Block 2 and/or Depot Circle, which other developer shall also be paying for the costs of City's evaluation and negotiation of its proposal. Developer further acknowledges and understands and accepts the risk that the City may elect not to negotiate a proposed disposition and development agreement with Developer for any portion of the Property and to discontinue this process completely at any point whatsoever. F. Developer acknowledges and understands that if City and Developer are successful in negotiating a disposition and development agreement for Developer's proposal for the Winslow Project, Developer shall be required to fund City's costs associated with obtaining any land use approvals or entitlements in furtherance of development of the Winslow Project. In addition, such development or other agreement shall require Developer to pay for City's expenses. The parties intend that cost recovery by the City for expenses associated with the review, evaluation, and processing of any future applications for development of the Winslow Project will be governed either by the proposed disposition and development agreement being negotiated by the Parties or, alternatively, by another reimbursement and processing agreement. 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 Winslow Project, and negotiation, analysis, drafting and implementation of the potential disposition and development agreement, 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 Winslow Project, including negotiating the deal terms and the proposed disposition and development agreement, are incurred and shall be borne solely by Developer, regardless of how City, in its sole discretion, acts upon the Winslow Project, whether or not City ultimately enters into a disposition or development agreement, or processes future applications related to the Winslow 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"). Section 2.02. Term. The term of the Agreement (the "Term") shall begin on the Effective Date and shall terminate upon the earlier o£ (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 with Developer for development of the Winslow Project. ATTY/AGR/2012.093/LOWE DDA REIMBURSEMENT AGREEMENT WINSLOW REV: 12-7-12 VR Page 2 of 9