Res 2025-208 approving a Conceptual Planning Agreement with Upward Communities for redevelopment in downtown San Marcos known as the Hopkins Redevelopment Project, including a new City Hall

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no later than November 12, 2025. By mutual agreement, City staff and the Developer can execute an extension of this date. (ii) Predevelopment Phase. If the City elects to proceed with the Project, on a monthly basis pursuant to monthly invoices submitted to the City by the Developer, the City shall reimburse the Developer for all Reimbursable Preliminary Development Costs incurred during each month of the Predevelopment Phase in an amount not to exceed $1,025,550.00. (f) Reimbursable Preliminary Development Costs. The City's reimbursement obligation is expressly limited to the payment of those Preliminary Development Costs that meet the conditions and requirements set forth below, and which are not otherwise expressly excluded as set forth below ("Reimbursable Preliminary Development Costs"): (i)All Third-Party Costsshall be limited to those costs generally described in the CPA Budget, and must be evidenced by documentation satisfactory to the City demonstrating that such costs were actually incurred by the Developer, such as contracts, subcontracts, invoices, work orders, receipts, and evidence of payment. The Developer shall have sole responsibility for keeping and preserving all records and correspondence for purposes of documenting payment. (ii) Notwithstanding the Developer's right to reallocate amounts among line items within the PDA Budgets, the City shall not be required to pay any Preliminary Development Costs that are not reflected as a line item in the PDA Budgets, unless expressly approved by the City in writing in the City's sole discretion; provided, however, that the Developer may use its contingency line item for costs that are not reflected as a line item in the PDA Budgets (as well as reallocating the contingency to other line items in the PDA Budgets). (iii) Third-Party Costs are inclusive of legal expenses incurred and reasonably necessary in connection with the performance of the Preliminary Development Activities. However, the City shall not be responsible for any legal costs or expenses of the Developer relating to the preparation or negotiation of this Agreement or any Definitive Agreements, or the enforcement thereof. (g) Monthly Expense Reports. The Developer shall deliver to the City on a monthly basis th commencing on the fifteenth (15 ) day of each calendar month (or the immediately following business day) beginning on the first full month after the Effective Date, a report (each an "Expense Report") detailing all Preliminary Development Costs incurred or applied since the Effective Date (in the case of the first Expense Report) or all Preliminary Development Costs since the last Expense Report. The Expense Report will provide an accounting of the incurred and/or expended Preliminary Development Costs of the prior calendar month on a line-item basis matching the CPA Budget format reasonably acceptable to the City. The Expense Report may also include a narrative summary of any financial commitments for third-party services that have accrued but not applied against the PDA Budgets to date. Within thirty (30) calendar days following the expiration of the Term or earlier termination of this Agreement, the Developer shall deliver to the City the final Expense Report. The provisions of this Section 7(g) will survive the expiration or earlier termination of this Agreement. C ONCEPTUAL P LANNING A GREEMENT (H OPKINS R EDEVELOPMENT P ROJECT) P AGE 8