1.21 “Costs of Qualified Theme Park and/or Lodging Improvements” mean all of the following costs paid by Disney or an Affiliate of Disney with respect to work performed to design, engineer, obtain permits for, construct and install Qualified Theme Park and/or Lodging Improvements as each such Cost is verified by an Accounting Opinion or Opinions to be obtained by Disney and submitted to the City: (1) all architectural and/or engineering fees and expenses
incurred by Disney or an Affiliate of Disney in preparing plans for any Qualified Theme Park and/or Lodging Improvements, including the fees and expenses of all design, construction, relocation, and project management consultants; (2) the cost of constructing and installing any
Qualified Theme Park and/or Lodging Improvements, including, without limitation, the costs of a bid process, testing and inspection costs, and contractor’s fees and general conditions; (3) any construction and/or project management fee of up to a cumulative total not to exceed ten percent
(10%) of the costs described in clause (2) above paid to a third party to oversee and manage construction of the work; (4) the cost of fixtures and equipment installed with respect to a Qualified Theme Park and/or Lodging Improvements that have an estimated useful life of at least five (5)
years; (5) the direct cost of all technological systems deemed necessary and advisable by Disney to properly equip any Qualified Theme Park and/or Lodging Improvements for their intended use,
which may include voice and data wiring as well as alarm, security and life safety systems; (6) sales and use taxes and Title 24 fees paid with respect to any Qualified Theme Park and/or Lodging Improvements; (7) the payment of plan check, permit, and license fees relating to construction of any Qualified Theme Park and/or Lodging Improvements, which may include the fees paid for water, sewer and other utility connections or other development fees; and (8) all other costs directly expended by Disney or an Affiliate of Disney in connection with the construction of any Qualified
Theme Park and/or Lodging Improvements such as the cost of payment, performance, and warranty bonds, insurance costs, and internal labor costs (for the construction period only). As used herein, the term “Costs” shall exclude: (1) any costs including Maintenance Capital incurred with respect to capital improvement projects authorized by Disney which improvements exist or are under construction as of the date of this Agreement, and/or are listed in Exhibit E hereto; (2) any internal administrative or overhead charge of Disney or any Affiliate of Disney, by whatever name called other than those direct administrative or overhead charges of Walt Disney Imagineering, a division of Disney, for work performed with respect to the Qualified Theme Park and/or Lodging Improvements; and (3) Maintenance Capital incurred for Qualified Theme Park
and/or Lodging Improvements after construction of such Qualified Capital Improvement