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Sunflower Hill to use for preliminary project design costs, architectural work, feasibility studies and other pre -development costs related to the Project. Sunflower Hill shall submit a proposed budget for use of such funds, not otherwise payable by Developer, for review and approval by the City's Assistant City Manager. After the budget is approved, Sunflower Hill shall submit invoices consistent with the budget to the City's Housing Specialist for reimbursement. a. Except as otherwise approved as a pre -development cost paid for by this grant, all costs and expenses (including, without limitation, staff, consultant and legal fees and expenses) incurred in connection with this Agreement shall be paid by the party incurring such expense. b. Sunflower Hill shall at all times keep the Inclusionary Parcel free and clear of all liens and encumbrances affecting title arising from any work or services contracted for by Sunflower Hill. Sunflower Hills' indemnification obligations to discharge liens arising from any work or services contracted for by Sunflower Hill that attach to the Inclusionary Parcel as set forth in this Section 1 shall survive the expiration or earlier termination of this Agreement For any work or services contracted by Sunflower Hill to occur on the Inclusionary Parcel, Sunflower Hill shall require that Sunflower Hill, its contractors and agents carry at least $1,000,000 of general liability insurance per occurrence, and workers compensation insurance as required by law, and provide that Irby Ranch, LLC, is named as an additional insured for such policies, and provide certificates of insurance to Irby Ranch, LLC. c. Funding provided under this Agreement is to identify preliminary project feasibility and it is understood that the commitment of additional funding for predevelopment activities or other project financing may only occur under the conditions described in Section 2c. For any reason if the project is found by Sunflower Hill or the City to be infeasible, the funding provided to Sunflower Hill through this Agreement shall become a grant to the project and shall not be repayable. Otherwise, funds provided under this Agreement shall be included as part of any future loan provided by the City and would be included within the maximum City support described in Section 2.d., below. 2. Activities & Milestones for Sunflower Hill. Sunflower Hill will use due diligence to refine the Project's concept to serve as a basis for further negotiations of the DDA and shall achieve the following milestones under this Agreement: a. Development Partner. Sunflower Hill will partner with a qualified and experienced developer and/or operator for the Project. Such partner shall be presented to and subject to approval by the Assistant City Manager no later than March 29, 2019. b. Project Plans. Sunflower Hill will submit an application to the City for a planned unit development (PUD) plan following the parameters described in Recital D, above, on or before June 1, 2020. (i) Sunflower Hill Studies. During the Term of this Agreement, Sunflower Hill shall use its best efforts to prepare, or have prepared, studies, surveys, plans, specifications and/or reports that Sunflower Hill deems necessary or desirable to determine the suitability of the Inclusionary Parcel for the Project and as needed to support the negotiations of a DDA. Such 2