02-12-07 Item 7B, Preliminary Development AGreement for Funding and Guaranty for TCAAP

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5, City Reimbursable Costs. (a) Defined. Developer will reimburse the City fOf all "City Reimbursable Costs" in accordance with this Section. The tenn City Reimbursable Costs means the following costs, but only to the extent that such costs are included in the Budget (as defined below): (I) Out-of pocket-costs incurred by the City from and after May 9, 2005 for (i) the City's financial advisor in connection with the Development, (ii) the City's legal counsel in connection with negotiation and drafting of this Agreement, the MDA and any related agreements or documents; (iii) the City's planning consultant in connection with redevelopment of the Development Properly; and (iv) any other third-party costs in connection with acquisition of the Development Property from GSA and conveyance to the Developer, or in connection with the City's financial participation, if any, in the Development (including without limitation appraisers, surveyors and environmental consultants); and (2) The cost of City staff retained in whole or in part specifically to carry out City responsibilities with respect to the Development (including usual and customary costs and disbursements incurred by such staff), provided that (i) the cost of such staff (for purposes of determining City Reimbursable Costs) must be based upon hourly rates that the City and the Developer have agreed upon in writing as part of the Budget; and (ii) if such staff has multiple duties, only the portion of staff time related to the Development shall be treated as a City Reimbursable Cost Notwithstanding anything to the contrary, the Developer may request that the City cease incuning all or any portion of the City Reimbursable Costs as designated by the Developer, by delivering written notice to the City including a detailed explanation for the objection to the designated costs. The City shall, within 10 business days after receipt of Developer's notice, give Developer written notice that it either (I) accepts Developer's objection, in which case the Developer will not be responsible for the designated City Reimbursable Costs effective as of two (2) business days after the date of the City's notice of acceptance, or (2) denies Developer's objection, in which case the Developer remains responsible for the designated City Reimbursable Costs, except as hereinafter provided and subject to Developer's rights under Section 23 hereof. Developer remains obligated to pay any disputed City Reimbursable Costs pending any proceeding under Section 23. (b) Prior Costs, Upon execution of this Agreement, the Developer has deposited with the City $ (receipt of which the City acknowledges) representing reimbursement of all City Reimbursable Costs incurred from May 9, 2005 through the date of this Agreement, and not previously reimbursed by Developer, all of which are set forth on the attached Exhibit C. (c) Budget and Consultant Process. The current budget of City Reimbursable Costs, including the type and scope of work and the current list of consultants is attached as Exhibit D, which may be amended from time to time by mutual agreement (the "Budget"). The City may, without amending the Budget, replace or retain any additional consultants or staff consistent with the type and scope of work described in the Budget, subject to the total amount of City Reimbursable Costs specified in Exhibit D. If the City proposes to (i) engage any different consultants or staff than those shown in the attached Budget, or (ii) allocate savings in a line-item in 7