75A - PH - 200 EAST FIRST AMERICAN WAY

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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 fonds to be used to pay for the Nexus Improvements (referred to heroin 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 pur,;uant to paragraph 2.13. of this Agreement, C. Prior to the deadline specified in paragraph 2.D, of this Agreement, Nexus and Geneva Commons shall meet and confer in good faitli to agree upon the estimated cost of the Nexus Improvements, If, at any time, either Geneva Connnons 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 roll" to the Executive Director of the City's Public Works Agency and tho other party , Within fifteen (15) days of its receipt of said notice, the non-objecting party shall then have fifleen (15) days to submit any response it has to the City and the objecting party. Tlic Executive Director of the 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 Genova Commons. Thereafter, Nexus and Genova Commons shall deposit their respective shares of the estimated cost ofthe. Nexus Improvements as set forth in paragraph I.B. of this Agreement, less $1,000.00, into the Nexus Escrow no later than the date specified in paragraph 2.1), 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 lite 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_aftgr the issuance of entitlements to Goneva Commons, provided no litigation or referendum petition challenging Geneva Commons has been filed and served on the City, whichever comes later. EXHIBIT D Ordtnence No, NS-2680 3 Page 32 of tit 75A-153