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

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(e) Developer agrees to assume the obligations of the City as provided in Section 3.0C ofthe Guaranty. The costs of all undertakings by the Developer under this Section 3 shall be borne solely by the Developer unless and to the extent any such costs are Developer Reimbursable Costs as defined in Section 5 (t). All of the information and materials described in this Section 3 shall be the property of the Developer, unless and to the extent the cost of any information and materials is paid by the City as Developer Reimbursable Costs under Section 5(t)(2) hereof Section 4. City Undertakings. In addition to all its other obligations under this Agreement, during the term of this Agreement the City shall do the following: (a) Make City staff and consultants reasonably available (taking into account their other City duties and services) for consultation with respect to the matters set forth in Sections 3, 4, 5 and 7. (b) Cooperate and participate with the Developer in: negotiations with GSA regarding any necessary amendments to the OTP; obtaining access to the Development Property; obtaining from GSA and U.S. Army all environmental reports and information regarding the Development Property; identifYing the nature, extent and cost of remediation; determining the mechanism for applying remediation costs as a credit against the purchase price and the amount of such credit; determining the terms and conditions of the Memorandum of Agreement; obtaining changes to the FOST and FOSET; obtaining acceptable terms for the Covenant Deferral Request process for early transfer and the timing thereof; all other matters under the OTP; the terms and conditions relating to the conveyance and remediation of the Wildlife Area; and the Athletic Field Area and the matters set forth in this Section 4, Section 5 and Section 7. (c) Grant to the Developer, at its cost, all rights of access to the Development Property to conduct all investigations and tests relating to the environmental, geotechnical and other physical conditions of the Development Property, all to the extent such rights are available to the City under the OTP, subject to these conditions: (i) Developer shall maintain on file with the City a list of entities that will enter the Development Property and the name of Developer's contact person regarding access by any entity. (ii) Developer and City shall jointly negotiate with GSA regarding all procedures and rules regarding access to the Development Property. (iii) Developer shall indemnifY and hold harmless the City for any claims arising from Developer's entry on the Development Property, and shall at all times maintain with the City a certificate 5