USL PLEASANTON LAKES, LP. C/O STEELWAVE, LLC (FIRST CARBON SOLUTIONS)

3. Term. This Agreement shall be effective on the date of execution and shall continue until August 31, 2026. 4. Amendments or Termination. Any amendment or modification of this Agreement must be in writing, signed, and approved by the City and Applicant. The Applicant may suspend or cancel this Agreement without cause and for its convenience upon seven (7) days' written notice to the City. In the event of a termination, Consultant shall be paid for services performed to the date of termination and Applicant will be reimbursed any remaining deposit funds. 5. Progress Meetings. A progress meeting will be scheduled with the City, Consultant and Applicant monthly from the effective date of this agreement to assess the project, validate assumptions, and review and update the contract scope or budget, if needed. 6. Disputes. Disputes arising under this Agreement shall be filed with the City Manager, who shall be authorized to resolve such disputes. Any decision made by the City Manager with respect to this Agreement may be appealed to the City Council. Any such appeal to the City Council must be made in writing and addressed to the City Council. Final action of the City Council shall be required before legal action pursuant to this Agreement may be instituted. Notwithstanding the foregoing, either party may, in addition to any other rights or remedies, institute legal action to cure, correct or remedy and default, enforce any covenant or agreement herein, enjoin any threatened or attempted violation or enforce by specific performance the obligations and rights of the parties hereto. In such event, the prevailing party shall be entitled to its attorneys’ fees and costs, if any, in addition to any other relief to which such party may be entitled. 7. Notice. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered by U.S. Mail, with a courtesy copy provided by e-mail. Such notices shall be addressed as follows: If to City: City Manager If to Applicant: USL Pleasanton Lakes, L.P. City of Pleasanton c/o Steelwave, LLC P.O. Box 520 101 California Street, Suite 800 Pleasanton, CA 94566 San Francisco, CA 94111 Attention: Bridget Metz Director, Project Management Phone: 925-364-0898 E-mail: bmetz@steelwavellc.com 8. Applicable Law and Venue. The laws of the State of California shall govern the interpretation and enforcement of this Agreement, and venue shall be the Alameda County Superior Court. 9. Successors-In Interest. Except as otherwise provided in this Agreement, for the term of this Agreement, all of the provisions, rights, powers, terms, covenants, and other obligations contained in this Agreement shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, ! " Docusign Envelope ID: 7565F74F-BD3E-4CF2-8959-B6FB2748CD43