Agmt22 IQHQ Elco Yards, LP & Greystar GP II, LLC

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REV: 02-18-2022 SK 120695-00000325/5690848.4 Page 4 of 9 (ii) City shall establish and Developer II shall fund a deposit account designed to ensure that City is never required to perform work related to the Project Part II for which reimbursement funds have not been previously deposited (the “Developer II Evergreen Deposit”). The Developer II 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 Part II. Developer II shall fund the Developer II Evergreen Deposit initially by depositing with City on or before the Effective Date the sum of TWENTY FIVE THOUSAND DOLLARS ($25,000) in the form of a cashier’s check. Developer II shall replenish the Developer II 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 the Project Part II remain unreimbursed, whichever is later. Beginning on the Effective Date, Developer II shall replenish the Developer II Evergreen Deposit by depositing on or before the last day of each month the full amount of all invoices delivered by City to Developer II pertaining to the Project Part II within the previous month. Thus, for example, on or before March 1, 2025, Developer II would replenish the Developer II Evergreen Deposit by depositing the sum of all invoices submitted by City to Developer II pertaining to the Project Part II during the month of February 2025. (b) In the event City determines that total invoices for the Project Part I or the Project Part II for any particular three-month period are likely to exceed the Project I Evergreen Deposit or the project II Evergreen Deposit, respectively, as described in sections i and ii above, City may request that Developer I or Developer II, as applicable, increase the total funds available in the respective Evergreen Deposit(s) accordingly. If Developer I or Developer II, as applicable, do not agree to increase the deposited amount, City may adjust its work schedule, including through the adjustment of the respective Project deadlines, so as not to exceed the amount available in the applicable Evergreen Deposit. For the avoidance of doubt, Developer I shall only be responsible for funding the Developer I Evergreen Deposit and Developer II shall only be responsible for funding the Developer II Evergreen Deposit. (c) The Parties acknowledge that deposits to the Evergreen Deposits 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 I or Developer II’s respective portion of the Project, including but not limited to City review, evaluation, consideration, processing of such Developer’s respective portion of the Project, where: (1) the Developer responsible for funding the respective Evergreen Deposit as required by Subsections 4.02(a) & (b), above, delinquent in the initial funding of, or any required replenishment of, the applicable Evergreen Deposit; (2) the actual costs associated with City staff time and/or Consultant work has exceeded the amount being held by City in the respective Evergreen Deposit to cover such costs; or (3) such Developer is otherwise in breach of this Agreement in any respect; provided, however, City’s obligation to perform any work in connection with the Project shall only cease with respect to the portion of the Project (meaning with respect to the entirety of Project Part I or the entirety of Project Part II) that is impacted by the events described in items (1) through (3) of this Section 4.02(d). (e) Upon termination of this Agreement, City shall have a reasonable time to seek and receive from Developers all remaining and outstanding reimbursements to which it is entitled under this Agreement. Developers shall not be liable for remaining and outstanding ATTY/AGR.2022.043/IQHQ (ELCO) (Page 4 of 9)