Agmt17 ROEM Development Corporation

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attributable to the administration of Consultant Contracts entered into by City under this Agreement. (b) On a monthly basis, City will provide to Developer a summary report on the fees incurred by City's team of Consultants and City staff, the percentage of the deposit that has been expended by City on its evaluation of the Project, and the amount remaining available for billing. Section 4.02. Everereen DeDOSit. (a) City shall establish and Developer shall fund a deposit account designed to ensure that City is never required to perform work for which reimbursement funds have not been previously deposited ("Evergreen Deposit"). The Evergreen Deposit shall contain funds necessary to cover three months' worth of budgeted expenditures by City relating to City's review, evaluation, consideration, and processing of the Project (including any CEQA review necessary for such review, evaluation, consideration, and processing). Developer shall fund the Evergreen Deposit initially by depositing with City on or before the Effective Date the sum of THIRTY THOUSAND DOLLARS ($30,000)] 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, and processing of Developer's proposal for the Project 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 March 1, 2017, Developer would replenish the Evergreen Deposit by depositing the sum of all invoices submitted by City to Developer during the month of February, 2017. (b) In the event City determines that total invoices for any particular three- month period are likely to exceed $30,000, 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 the amount available in the Evergreen Deposit. (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 Government 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, 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 ATTY/AGR/2017.036/ROEM DEVELOPMENT REV: 02-22-17 PR Page 3 of 8