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2. COMPENSATION AND METHOD OF PAYMENT A. Nexus shall, within sixty (60) days of execution of this Agreement, open an escrow account at First American Title Insurance Company, 2 First American Way, Santa Ana, California, or an equivalent escrow company approved in advance by Geneva Commons and Sandpointe, for deposit of funds to be used to pay for the Nexus Improvements (referred to herein as the ''Nexus Escrow"). B. Sandpointe shall deposit $1,000.00 into the Nexus Escrow on the Escrow Submission Date no later than the date the of the first payment made pursuant to paragraph 2.D. of this Agreement. C. Prior to the deadline specified in paragraph 2.D. ofthis Agreement, Nexus and Geneva Commons shall meet and confer in good faith to agree upon the estimated cost of the Nexus Improvements. If, at any time, either Geneva Commons or Nexus determines that such agreement is not possible, then the objecting party shall submit its dispute in writing, together with any evidence upon which it relies to the Executive Director ofthe City's Public Works Agency and the other party. Within fifteen (15) days of its receipt of said notice, the non-objecting party shall then have fifteen (15) days to submit any response it has to the City and the objecting party. The Executive Director ofthe City's Public Works Agency or designee shall then, within thirty (30) days of receipt of the response, if any, or the expiration of said deadline, inform both Geneva Commons and Nexus in writing of the final determination of the estimated total cost, which all parties agree shall be conclusive and binding upon both Nexus and Geneva Commons. Thereafter, Nexus and Geneva Commons shall deposit their respective shares ofthe estimated cost ofthe Nexus Improvements as set forth in paragraph 1.B. of this Agreement, less $1,000.00, into the Nexus Escrow no later than the date specified in paragraph 2.D. of this Agreement. D. Nexus shall pay into the Nexus Escrow no later than (i) the date the first building permit is issued by the City for the Nexus Project, or (ii) a date ninety (90) days after the issuance of entitlements to Nexus, provided no litigation or referendum petition challenging Nexus has been filed and served on the City, whichever comes later. Geneva Commons shall pay into the Nexus Escrow no later than (i) the date the first building permit is issued by the City for the Geneva Commons Project, or (ii) a date ninety (90) days after the issuance of entitlements to Geneva Commons, provided no litigation or referendum petition challenging Geneva Commons has been filed and served on the City, whichever comes later. EXHIBIT D 1 11A-32