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

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the Budget to pay additional expenses over the amount for another line-item, the City will (before engaging the consultant or incurring the additional line-item expense) provide Developer with at least 10 business days notice, including (in the case of clause (i) above) a written description of the consultant or staff, the scope of work and the estimated cost; and (in the case of clause (ii) above) an explanation of the reasons for the line-item change; and in either case offering Developer an opportunity to comment within the I D-day period. The City agrees that all contracts with consultants will be terminable immediately upon notice without penalty and will provide for payment for services rendered only prior to such termination. ]f the City or Deve]oper proposes to revise the Budget (including changes in type or scope of work or the total amount of City Reimbursable Costs), then the City or the Developer, as the case may be, shall submit a revised budget to the other party and an explanation of the changes to the Budget, and allow thirty (30) days for the other party to approve the changes to the Budget. ]f the other party approves the proposed changes to the Budget, the changes shall be incorporated into the Budget, the revised Budget shall be signed by the City and the Developer, and the revised budget shall become the Budget. If the City's or the Developer's proposed changes to the Budget are not approved by the other party within such thirty (30) days, then either the City or Developer may terminate this Agreement under Section ]2(a) hereof, subject to the terms of Section 23 hereof. (d) Payment Process. The City will provide the Developer with a copy of al] invoices received by the City immediately upon receipt of such invoices for City Reimbursable Costs, including copies of invoices provided by third parties and in the case of eligible staff costs a city- prepared invoice showing time, hourly rates (consistent with the Budget), any costs and disbursements, any description reasonably needed to explain how the staff costs relate to the Development and such other reasonable information regarding the City Reimbursable Costs as Developer requests. Developer shall pay City Reimbursab]e Costs to the City within thirty (30) days after receipt of each invoice; provided, however, Developer shall not be required to pay the City Reimbursable Costs to the City more often than monthly. ]f the Developer fails to pay the City Reimbursable Costs to the City as provided herein, then Developer shall reimburse the City for its out-of-pocket costs incurred in collecting the City Reimbursable Costs, including reasonable attorneys fees. (e) Security- As security for Developer's obligations under this Section, Developer shall, within thirty (30) days after the date of this Agreement, deposit $50,000 in escrow with an escrow agent of Developer's choice, pursuant to an escrow agreement among Developer, City and the escrow agent in a form reasonably acceptable to the City. The escrow agreement shall provide for the right of the City, after three (3) days written notice to Developer, to draw on the amount in escrow to pay City Reimbursable Costs which have not been paid by Developer pursuant to this Agreement. Additionally, the escrow agreement shall provide that each time the balance in the escrow drops below $50,000, Developer shall replenish the escrow to $50,000 within ten (10) days after written notice from the City or the escrow agent. City Reimbursable Costs are also payable from any offset of returned earnest money and Developer Reimbursable Costs, as descnbed in Section] I (c)(iii) hereof. (f) Termination. (I) Upon expiration or earlier termination of this Agreement in accordance with its terms, the City will release the escrow to the Deve]oper less any draw needed 8