AgdaPkt 2011-05-23 - Laserfiche WebLink

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8.A. - Page 3 1) Expansion and clarification of the scope of work by City staff and City consultants that shall be subject to reimbursement by Saltworks. (Section 3.01) 2) Identification by Saltworks of a Lead Project Manager who shall serve as the point person for payment of deposits and review of Consultant work scopes and invoices. (Section 3.04) 3) Addition of processes and timelines for resolving disputes regarding Consultant invoices and for summarizing work completed to date against then-approved work scopes. (Sections 4.01(c), (d), (e)) 4) Establishment of an "Evergreen" Deposit and related provisions designed to ensure that the City shall never be required to perform work for which funds have not already been deposited by Saltworks. The Evergreen Deposit shall be initially funded by Saltworks with a $1,000,000 deposit. It shall be replenished to $1,000,000 on May 31, 2011. As of June 1, 2011, on or before the last day of every month, the Evergreen Deposit shall be replenished in the full amount of all invoices delivered by the City to Saltworks in the prior month. (For example, on or before July 31, 2011, Saltworks shall replenish the Evergreen Deposit in the full amount of invoices delivered by the City to Saltworks in June 2011.) The Evergreen Deposit is intended to ensure that three months worth of expenditures are available at any given time (covering the month in which work is being done; the month in which bills are being prepared for the prior month's work; and the month in which those bills are being reimbursed by Saltworks. (Section 4.02) 5) A termination process that provides for notice to the non-terminating party and provides Saltworks with an opportunity to cure breaches. (Section 5.04.) Saltworks' obligation to reimburse expenses incurred by the City and its Consultants in reviewing, evaluating, considering, and processing the Saltworks Project applications and related materials shall survive termination of the Amended Reimbursement Agreement until those expenses are paid in full by Saltworks. (Section 5.04) 6) Clarification that Saltworks will remain jointly and severally liable under the Amended Reimbursement Agreement with any parties to whom it transfers an interest in the Saltworks Project until Saltworks delivers an assignment and assumption agreement executed by the transferee. (Section 5.09) 7) A new indemnification provision spelling out Saltworks' obligation to reimburse the City for all costs, including fees of the City's outside counsel and litigation costs, associated with third party challenges relating to the proposed Saltworks Project or the entitlements Saltworks seeks. The indemnification clarifies that neither Saltworks nor the City is entitled to damages in any action relating to the Amended Reimbursement Agreement, the applications filed by Saltworks, or City's processing of those applications. Remedies are limited to injunctive relief, specific performance, and the like.