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<br />NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: <br /> <br /> <br />1. Responsibility for and Calculation of Costs. <br />a. Lessee shall be responsible for and shall pay the costs for all City staff time, <br />including reasonable legal costs, as well as any costs for consultants which City determines to be <br />reasonably necessary to negotiate, prepare and process the Second Amendment (collectively, the <br />“Reimbursement Costs”). The Reimbursement Costs shall include, but are not limited to: <br /> <br /> (i) negotiation, preparation, review, and presentation of the Second <br />Amendment to the City Council and other applicable public bodies for their review and possible <br />action; <br /> <br />(ii) financial analysis of the terms and conditions of the proposed Second <br />Amendment, the cost to City of the proposed extension of the term of the Lease and the value of <br />the proposed extension, as provided in City Administrative Code Section 6.4.110, Fiscal Year <br />2022-23 Adopted Fees; <br /> <br />(iii) technical analysis of the site and building, including the physical <br />structure and appropriate maintenance measures going forward; <br /> <br /> (iv) undertaking such review as is required to comply with the requirements <br />of the Surplus Land Act and CEQA; and <br /> <br /> (v) such other City activities that City and Lessee deem reasonably <br />necessary to assist Lessee in processing the Second Amendment, as consistent with applicable law. <br /> <br />b. Reimbursement Costs for staff time shall be calculated in accordance with <br />the adopted Master Fee Schedule attached hereto as Exhibit A in effect at the time the work is <br />performed. Legal costs and consultants’ costs shall be the actual invoice amount for such services. <br />Such fees may be adjusted with the prior written consent of the Parties. <br /> <br />2. Reimbursement Payments. <br /> <br />a. Lessee agrees to provide funds (the “Reimbursement Payments”) to City to <br />pay for the Reimbursement Costs of performing the tasks necessary and relating to the Second <br />Amendment as set forth herein. <br /> <br />b. City shall use the Reimbursement Payments from Lessee for the payment <br />of Reimbursement Costs only. <br /> <br />c. Lessee hereby acknowledges and agrees that the Reimbursement Payments <br />do not include any additional fees and charges required by law, ordinance or resolution to be paid <br />to City by Lessee with respect to any construction or development which may be required by the <br />DocuSign Envelope ID: C06F5183-C6CA-48E2-AC7D-882CAEC2E603