02-26-07 Item 7A, Preliminary Development Agreement

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(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 Consul/ant 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 the Budget to pay additional expenses over the amount for another line-item, the City will (before engaging the consultant or incuning 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 10-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. If the City or Developer 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. If 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 12(a) hereof, subject to the tenns of Section 23 hereof. (d) Payment Process. The City will provide the Developer with a copy of all 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 Reimbursable 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. If 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 8