Agmt11 Redwood City Plant Site LLC-DBA DMB Redwood City Saltworks

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balance on deposit will be credited by the City towazd the Evergreen Deposit described below in Section 4.02(b). (b) Saltworks shall establish and fund a deposit account designed to ensure that the City is never required to perform work for which reimbursement funds have not been previously deposited (the "Evergreen Deposit"). The Evergreen Deposit shall contain funds necessazy to cover three months worth of budgeted expenditures by the City relating to processing of the Applications — i) the month in which work is being done; ii) the month in which invoices aze being prepared for the prior month's work; and iii) the month those invoices aze being reimbursed by Saltworks. Saltworks shall fund the Evergreen Deposit initially by depositing with the City on or before May 1, 2011 the sum of $1,000,000 — an amount that anticipates approximate expenditures by the City of $333,33333 per month. Saltworks shall replenish the Evergreen Deposit on a monthly basis until termination of this Agreement pursuant to Section 1.02 or Section 5.04 or as long as expenditures made by the City relating to the processing of the Applications remain unreimbursed, whichever is later. On or before May 31, 2011, Saltworks shall deposit the amount necessary to replenish the Evergreen Deposit to $1,000,000. Beginning on June l, 2011, Saltworks shall replenish the Evergreen Deposit by depositing on or before the last day of each month the full amount of all invoices delivered by the City to Saltworks within the previous month. Thus, for example, on or before July 31, 2011, Saltworks would replenish the Evergreen Deposit by depositing the sum of all invoices submitted by the City to Saltworks during the month of June 2011. (c) In the event the City determines that total invoices for any particular three month period aze likely to exceed $1,00O,OOQ City may request that Saltworks increase the total funds available in the Evergreen Deposit accordingly. If Saltworks does not agree to increase the deposited amount, the City may adjust its work schedule, including through the adjustment of Project deadlines, so as not to exceed $1,000,000 in expenditures over any three month period. (d) 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). (e) In no event shall City or its Consultants be obligated to perform any work in connection with the Applications, including but not limited to City staff review, evaluation, analysis, internal or external communication regarding such Applications, where: (I) Saltworks is delinquent in the initial funding of, or any required replenishment of, the Evergreen Deposit required by Sections 4.02(b) &(c), above; (2) the actual costs associated with City staff time and/or Consultant wark has exceeded the amount being held by the City in the Evergreen Deposit to cover such costs; or (3) Saltworks is otherwise in breach of this Agreement in any respect. (fl Upon termination of this Agreement, City shall have a reasonable time to seek and receive from Saltworks 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 Saltworks, City shall return to Saltworks any remaining unused portion of the Evergreen Deposit. Section 4.03. Recordkeepine and Audits (a) City shall maintain records with respect to the services performed by City and its Consultants under this Agreement (the "Records") in accordance with City's current procedures. ATTY/AGR/2011/AMENDMENTS/FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT 052311 6