Agmt14 Greystar GP II, LLC - Jefferson Prop reimbursement

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necessary to cover three months' worth of budgeted expenditures by City relating to City's review, evaluation, consideration, processing of the Project (including any CEQA review necessary for such review, evaluation, consideration, and processing), and negotiation, analysis, drafting and implementation of the potential disposition and development agreement or purchase and sale agreement - i) the month in which work is being done, ii) the month in which invoices are being prepared for the prior month's work; and iii) the month those invoices are being reimbursed by Developer. Developer shall fund the Evergreen Deposit initially by depositing with City on or before the Effective Date the sum of ONE HLJNDRED THOUSAND DOLLARS ($100,000.00) in the form of a cashier's check. Developer shall replenish the Evergreen Deposit on a monthly basis until termination of this Agreement pursuant to Section 2.02 or Section 5.03 or as long as expenditures made by City relating to City's review, evaluation, consideration, processing of Developer's proposal for the Project, and negotiation, analysis, drafting and implementation of the potential disposition and development agreement or purchase and sale agreement remain unreimbursed, whichever is later. Beginning on the Effective Date, Developer shall replenish the Evergreen Deposit by depositing on or before the last day of each month the full amount of all invoices delivered by City to Developer within the previous month. Thus, for example, on or before February 28, 2012, Developer would replenish the Evergreen Deposit by depositing the sum of all invoices submitted by City to Developer during the month of January 2012. (b) In the event City determines that total invoices for any particulaz three- month period are likely to exceed$50,000.00,City may request that Developer increase the total funds available in the Evergreen Deposit accordingly. If Developer does not agree to increase the deposited amount, City may adjust its work schedule, including through the adjustment of project deadlines, so as not to exceed$50,000.00 in expenditures over any three-month period. (c) The Parties acknowledge that deposits to the Evergreen Deposit are not a "source of income" within the meaning of the California Political Reform Act (pursuant to California Govemment Code Section 87103.6). (d) In no event shall City or its Consultants be obligated to perform any work in connection with Developer's proposal for the Project, including but not limited to City review, evaluation,consideration,processing of Developer's proposal, and negotiation, analysis, drafting and implementation of the potential disposition and development agreement or purchase and sale agreement, where: (1) Developer is delinquent in the initial funding of, or any required replenishment of, the Evergreen Deposit required by Subsections 4.02(a) & (b), above; (2) the actual costs associated with City staff time and/or Consultant work has exceeded the amount being held by City in the Evergreen Deposit to cover such costs; or(3) Developer is otherwise in breach of this Agreement in any respect. (e) Upon termination of this Agreement, City shall have a reasonable time to seek and receive from Developer all remaining and outstanding reimbursements to which it is entitled under this Agreement. Once all remaining and outstanding reimbursements have been paid to City by Developer, City shall return to Developer any remaining unused portion of the Evergreen Deposit. ATTY/AGRI2014.130/GREYSTAR REIMBURSEMENT AGR-JEFFERSON REV:08-Ot-14 VR Page 4 of 10