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ATTACHMENT6 7.A. - Page 156 itemized invoices for such services promptly upon receipt of the invoice from the Consultant, provided City shall not be required to disclose any information on its attorneys' invoices that may be subject to attorney-client or work-product privilege. Developer shall pay to City, within thirty (30) days following City's written demand therefor, the full amount of all Consultant Fees; provided, however, Developer shall have the right to dispute in writing any charges which it believes, in its reasonable business judgment, are incorrect, unreasonable or outside the scope of the approved Consultant Contract, within (10) business days of City's provision of the itemized invoice. Failure to submit a written dispute within such ten (10) business day period shall be deemed Developer's agreement to the accuracy and reasonableness of such charges. If Developer timely disputes a charge, City shall require Consultant to provide a good faith, written explanation. If, after consultation with Developer, City finds the cost or fee is incorrect, unreasonable or outside the terms of the approved Consultant Contract, City shall require that Consultant reduce its charges accordingly. If City finds the cost or fee is correct, reasonable and within the scope of the approved Consultant Contract, then Developer shall pay to City the full amount of such Consultant Fees within thirty (30) days following such determination, subject to Developer's ability to challenge such cost or fee as a violation of this Agreement pursuant to the Default and dispute resolution provisions in Sections 5.2.4, 5.3 and 5.4. Any reduction shall be credited against Developer's next invoice or promptly refunded in the event the dispute relates to a final invoice. If the Developer makes a timely objection to a final invoice,payment shall be withheld for up to thirty (30) days to permit City to determine, in light of Developer's objections, whether the charges will be rejected. The Consultant Fees shall be in addition to, and not in lieu of, the Processing Fees; provided, however, City agrees not to double charge Developer (through the imposition of both a Processing Fee and a Consultant Fee) for any individual service. 2.2.4 Other A_gencv Fees. Nothing in this Agreement shall preclude City from collecting fees from Developer that are lawfully imposed on the Project by another agency having jurisdiction over the Project, which the City is required to collect pursuant to Applicable Law ("Other Agency Fees"). 2.2.5 Connection Fees. Subject to Developer's right to protest and/or pursue a challenge in law or equity to any new or increased Connection Fee, City may charge and Developer shall pay any Connection Fee that is lawfully adopted. 2.2.6 Prepavment of Fees. Developer may elect to prepay all or any portion of the Impact Fees applicable to the Project at the rate in effect at the time of payment, provided that Developer may not seek and shall not be eligible for reimbursement of any Impact Fee so paid in the event that Developer does not proceed with the applicable portions of the Project. 2.2.7 Right to Challenge Fees. Developer reserves the right to protest or pursue a challenge in law or equity to any new or increased fee. In the event Developer desires to challenge such new or increased fee, Developer shall pay the fee under protest. The City agrees not to delay issuance of permits, approvals or entitlements pending resolution of such protest or challenge to the fee. 2.3 Timing of Develo�ment. Developer shall have no obligation to develop the Project or any component of the Project. The Project may be built in phases in response to market OAK#4824-6359-3743 vll IS ATTY/AGR/2013.134/STANFORD DEVELOPMENT AGREEMENT REV: 08-14-13 PT