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5.A. - Page 18 of 29
<br />Project -Related Responsibilities, as set forth above in Paragraph 4.F. (Meet and Confer Regarding Post-
<br />MOU Activities). Subject to Paragraphs 5.A.1. (Updated Estimate Less Than Original Estimate), 5.A.2.
<br />(Updated Estimate More than Original Estimate), and 5.13. (Invoicing) below, a Party's obligation to pay
<br />its respective Shared Obligation shall survive its withdrawal from, and the expiration or termination of,
<br />this MOU; however, Atherton's monetary contribution is capped at $1,350,000, including maintenance,
<br />operations, monitoring and mitigation costs, and under no circumstance may exceed that amount.
<br />1. Updated Estimate Less Than Original Estimate. In the event that the
<br />updated Estimated Amount and Shared Obligation amounts, as determined by the Parties following the
<br />completion of construction, are less than the original Estimated Amount and Shared Obligation sums set
<br />forth above, and/or that additional funding from a third party source beyond the above-mentioned
<br />contribution by DWR is secured for the Project during the Term, any excess funds shall be applied
<br />toward Future Project -Related Responsibilities in the manner determined by the Parties after meeting
<br />and conferring as set forth above. Said excess funds shall exclude funds provided by DWR to Redwood
<br />City in the approximate amount of $103,000 for public outreach activities.
<br />2. Updated Estimate More Than Original Estimate. In the event the
<br />updated Estimated Amount and Shared Obligation amounts as determined by the Parties following the
<br />completion of construction are more than the original Estimated Amount and Shared Obligation sums
<br />set forth above, then the Parties, as part of their meet and confer efforts set forth above, will negotiate in
<br />good faith to allocate such cost increases among the Parties or identify and secure third party funding
<br />sources to pay such additional amounts; however, Atherton's monetary contribution is capped at
<br />$1,350,000, including maintenance, operations, monitoring and mitigation costs, and under no
<br />circumstance may exceed that amount. Additionally, in the event that the Grant is terminated, or if the
<br />Grant amount is reduced, then the parties shall meet and confer as set forth above in order to determine
<br />the means by which the funding gap will be closed.
<br />B. Invoicing. In order to ensure the District has sufficient funding to pay initial
<br />Vendor invoices, upon the effective date of this Agreement, the District will submit invoices to the Cities
<br />and County for an amount equal to 15% of their then -estimated respective contributions, and each
<br />jurisdiction, except for Atherton, shall pay its initial invoice within thirty (30) days of receipt. The
<br />District will then invoice the Cities and County, except for Atherton, on a quarterly basis throughout the
<br />Term according to their respective prorated contributions, including a final invoice once the Scope of
<br />Work is complete, and each jurisdiction shall pay all such invoices within 30 days of the receipt. The
<br />District will invoice Atherton for its entire contribution upon completion and close of its financing
<br />agreement with the County, estimated _on December 1, 2021, but in no event later than December 31,
<br />2021, and Atherton shall pay such invoice in full within thirty (30) days, but in no event later than
<br />January 31, 2022. All invoices issued by the District pursuant to this Paragraph 5.13. shall incorporate
<br />any updated estimates resulting from savings set forth in Paragraph 5.A.1 (Update Estimate Less Than
<br />Original Estimate) and any agreed upon cost increases in Paragraph 5.A.2. (Update Estimate More Than
<br />Original Estimate). If the Parties agree to terminate this MOU before the end of the Term, the Parties
<br />will be invoiced for all costs incurred through the termination date and shall remain liable for all such
<br />costs (i.e., costs incurred through the termination date) after termination of the MOU. Once all
<br />outstanding invoices for costs incurred through the termination date have been paid, the Parties will be
<br />refunded any remaining funds they have contributed pro rata according to their respective Shared
<br />Obligations. If the District withdraws from this MOU after Project construction and acceptance, the
<br />remaining Parties will meet and confer to negotiate an agreement regarding how invoicing will be
<br />handled for the remainder of the Term, including the transfer and maintenance of the District's
<br />Accounting Records as provided in Paragraph 6 (District's Accounting Records) below.
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<br />ATTY/AGR.2020.270/FSLRRD, Atherton, Menlo Park and County (MEMORANDUM OF UNDERSTANDING) (Page 5 of 15)
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