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<br />(k) Tender its earnest money and Purchase Price (as defined In the Guaranty) as <br />provided in Sections 3.0B and 3.0C of the Guaranty. <br /> <br />(I) Perform all of its obligations as the Purchaser under the OTP, subject to (i) the <br />performance by Developer of its obligations as provided in Sections 3.0B and <br />3.0C of the Guaranty and (ii) Section ]0 of this Agreement. <br /> <br />The cost of all undertakings by the City under this Section shall be payable by the Developer to the <br />extent any such costs are City Reimbursable Costs as defined in Section 5 and subject to <br />reimbursement as provided therein. <br /> <br />5. City Reimbursable Costs. (a) Defined. Developer will reimburse the City for all <br />"City Reimbursab]e Costs" in accordance with this Section. The term City Reimbursable Costs <br />means the following costs, but only to the extent that such costs are included in the Budget (as <br />defined below): <br /> <br />(I) Out-of pocket-costs incurred by the City from and after May 9, 2005 for (i) the <br />City's financial advisor in connection with the Development, (ii) the City's legal counsel in <br />connection with negotiation and drafting of this Agreement, the MDA, the OTP, the <br />Memorandum of Agreement (as defined in the OTP) and any related agreements or <br />documents; (iii) the City's planning consultant in connection with redevelopment of the <br />Development Property; and (iv) any other third-party costs in connection with acquisition of <br />the Development Property from GSA and conveyance to the Developer, or in connection <br />with the City's financial participation, if any, in the Development (including without <br />limitation appraisers, surveyors and environmental consultants); and <br /> <br />(2) The cost of City staff retained in whole or in part specifically to carry out City <br />responsibilities with respect to the Development (including usual and customary costs and <br />disbursements incurred by such staff), provided that (i) the cost of such staff (for purposes of <br />determining City Reimbursable Costs) must be based upon hourly rates that the City and the <br />Developer have agreed upon in writing as part of the Budget; and (ii) if such staff has <br />multiple duties, only the portion of staff time related to the Development shall be treated as a <br />City Reimbursable Cost. <br /> <br />Notwithstanding anything to the contrary, the Developer may request that the City cease incurring <br />all or any portion of the City Reimbursable Costs as designated by the Developer, by delivering <br />written notice to the City including a detailed explanation for the objection to the designated costs. <br />The City shall, within 10 business days after receipt of Developer's notice, give Developer written <br />notice that it either (I) accepts Developer's objection, in which case the Developer will not be <br />responsible for the designated City Reimbursable Costs effective as of two (2) business days after <br />the date of the City's notice of acceptance, or (2) denies Developer's objection, in which case the <br />Developer remains responsible for the designated City Reimbursable Costs, except as hereinafter <br />provided and subject to Developer's rights under Section 23 hereof. Developer remains obligated to <br />pay any disputed City Reimbursable Costs pending any proceeding under Section 23. <br /> <br />7 <br />