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The parties therefore agree: <br />1. In consideration for the District's obligations in this Agreement, the City agrees to initiate <br />and pursue the Land Conversion Requirements and take all other actions necessary to obtain the NPS's <br />approval of the Replacement Properties and removal of the Use Restrictions from the License Area in <br />order to allow the City and the District to anter into negotiations for a long-term lease of the License <br />Area. <br />2. The District agrees to cooperate with the City in fulfilling the Land Conversion <br />Requirements and to reimburse the City in an amount not to exceed Three Hundred Thirty -Four Thousand <br />Dollars ($334,000) for its costs at such times and in such amounts set forth in this Agreement. <br />3. The scope of the Land Conversion Requirements shall conform with those requirements <br />found at 36 C.F.R. § 59.3, which are incorporated by reference, and any other applicable requirements <br />hereafter established by the NPS. <br />4. The estimated costs of the Land Conversion Requirements are set forth in Exhibit A and <br />are based on the City's prior experience in the earlier land conversion. Notwithstanding the foregoing, <br />the District shall reimburse the City for the actual costs for the tasks described in Exhibit A and any <br />others required by the Land Conversion Requirements, subject to the provisions of subsection 4,c and <br />Section 5 below, and provided in all cases that such reimbursement shall not exceed the amount specified <br />in Section 2 above. Additionally, the Executive Director of the City's Parks, Recreation and Community <br />Services Agency ("Executive Director") and the District's Vice Chancellor of Business Operations/Fiscal <br />Services ("District Official") are hereby authorized to add any additional categories of expense if so <br />required by the NPS, provided that the total reimbursement obligation of the District shall not exceed <br />$334,000 without written approval by the City Council and the District's governing board, which <br />approval must be granted by both the City and the District before such additional expenses are incurred. <br />a. City shall ensure that the scope of work and deliverable(s) of cacti consultant utilized <br />will comply with the scope of the Land Conversion Requirements. <br />b. City shall formally bid and award contracts in accordance with City's rules and <br />regulations for the procurement of materials, supplies, labor, and equipment. <br />c. Prior to offering any contract for the performance of any task described in Exhibit A <br />or otherwise required in connection with the Land Conversion Requirements <br />("Contract"), whether such offer is made through private negotiations or in <br />connection with an invitation for public bids, the City shall deliver a copy of such <br />Contract to the District. The District shall have ten (10) business days in which to <br />cornment upon and request modifications to the Contract, including without <br />limitation changes to the proposed contract price or any portion of the proposed <br />scope of work which the District considers unnecessary to accomplishing the goal of <br />obtaining NPS approval to the removal of the Use Restrictions from the License <br />Area. To the extent practical, and if not otherwise prohibited by the City charter, <br />municipal code, or applicable law, the City will modify the Contract to address the <br />District's concerns. <br />5. Payment by the District shall be made within thirty (30) clays of the District's receipt of <br />(a) the City's payment request based on invoices received by the City from its consultants for the required. <br />tasks and services described on Exhibit A, (b) copies of those invoices, (c) any work product or other <br />"deliverables" given by that party to the City which are referenced in or otherwise pertain to the invoices <br />20A-6 <br />