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

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(b) � Citv. City shall have the right to terminate both this Agreement and its review, evaluation, consideration and processing of the Applications: (1) at any time during which the City has suspended processing of the Applications pursuant to any provision of this Agreement or (2) in the event of any breach by Saltworks of the terms of this Agreement. To terminate this Agreement, City shall provide written Notice of Intent to Terminate to Saltworks and shall include reference to either the grounds upon which processing has been suspended or the breach upon which the termination is based. Saltworks shall have ten (10) days to commence cure of the grounds upon which processing has,been suspended or the breach. Where Saltworks has commenced its cure within ten (10) days, it shall have an additional thirty (30) days, or longer upon mutual agreement of the parties, to complete its cure provided, however, that the partial reimbursement of funds or partial replenishment of deposits in an amount less than what is required by this Agreement does not qualify as the commencement of a cure. In the event Saltworks has not commenced its cure within ten (10) days of City's Notice of Intent to Terminate or has not completed its cure within an additional thirty (30) days where cure was timely commenced, City shall have the right to provide Saltworks a Notice of Termination, which shall have the effect of immediately terminating the Agreement. City shall not be required to do any work relating to the review, evaluations, consideration, or processing of the Applications during the notification and correction or cure periods described in this Section 5.04(b). (c) Ongoing Obli aa tion• Saltworks shall remain obligated following termination of this Agreement pursuant to Section 1.02 or this Section 5.04 to reimburse the City for all City or Consultant work performed consistent with this Agreement. Section 5.05. No Aeency, Joint Venture or Partnership. It is understood that Saltworks is not an agent of City. City and Saltworks hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection therewith shall be construed as making City and Saltworks joint venturers or partners. Section 5.06. Notices. Any notice or communication required hereunder between the Parties must be in writing, and may be given either personally, by telefacsimile (with original forwazded by regulaz United States mail), by registered or certified mail (return receipt requested), or by Federal Express or other similaz courier promising overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by facsimile transmission, a notice or communication shall be deemed to have been given and received upon actual physical receipt of the entire document by the receiving Party's facsimile machine. Notices transmitted by facsimile afier 5:00 p.m. on a normal business day or on a Saturday, Sunday or holiday shall be deemed to have been given and received on the next normal business day. If given by registered or certified mail, such notice or communication is deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the Party to whom notices are to be sent; or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similaz courier, a notice or communication shall be deemed to have been given and received on the date delivered as shown on a receipt issued by the courier, Any Party hereto may at any time, by giving ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below: ATTY/AGRI20t 1IAMENDMENTSIFIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT 052311 8