Agmt12 Lowe Enterprises Real Estate Group Winslow Project

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ARTICLE 3. RESOLUTION NO. 14609 Section 3.01. In General. Developer acknowledges and agrees that the cost recovery principles articulated in Resolution No. 14609 Planning Cost Recovery Policy govern City's consideration of the Winslow Project. Developer further acknowledges and agrees that the review, evaluation, consideration, and processing of the Proposal and all related and supporting material, documentation, and data will not occur if Developer does not fund such work in advance, and that City may immediately suspend such work until adequate funds to meet processing costs are deposited with City, or City may terminate this Agreement pursuant to Section 5.03. In the event of any inconsistency between the reimbursement policy of Resolution No. 14609 and this Agreement, the provisions of this Agreement shall control. ARTICLE 4. SELECTION OF CONSULTANTS AND FUNDING OF CITY COSTS Section 4.01. Consultants. (a) Upon entering into this Agreement, City will provide Developer with information regarding the consultants, sub-consultants, and/or special legal counsel to be retained by City to provide services to City regarding the Winslow Project including the current scope and budget for such Consultant. Developer agrees that City will charge actual staff time and expenses attributable to the administration of Consultant Contracts entered into by City under this Agreement. (b) On a monthly basis, City will provide to Developer a summary report on the fees incurred by City's team of Consultants and City staff, the percentage of the deposit that has been expended by City on its evaluation of the Winslow Project, and the amount remaining available for billing. Section 4.02. Evergreen Deposit. (a) Developer shall establish and fund a deposit account designed to ensure that City is never required to perform work for which reimbursement funds have not been previously deposited ("Evergreen Deposit"). The Evergreen Deposit shall contain funds necessary to cover three months' worth of budgeted expenditures by City relating to City's review, evaluation, consideration, processing of the Winslow Project (including any CEQA review necessary for such review, evaluation, consideration, and processing), and negotiation, analysis, drafting and implementation of the potential disposition and development agreement - i) the month in which work is being done, ii) the month in which invoices are being prepared for the prior month's work; and iii) the month those invoices are being reimbursed by Developer. Developer shall fund the 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 shall not be required to replenish the Evergreen Deposit prior to the date on which City staff and Developer have agreed on the price that Developer will pay for the Winslow Parcel. The Parties anticipate that such date will be December 14, 2012. Developer understands and acknowledges that the Evergreen Deposit shall initially be used to reimburse City for those costs in an amount up to TEN THOUSAND DOLLARS ($10,000) expended by City prior to the Effective Date of this Agreement for the services of City's urban design consultant, William Versaci, relating to the Winslow Project. Once the City staff and Developer have agreed on the price to be recommended to the Redwood City, City Council to be paid by Developer for the Winslow Parcel, then the amount of the Evergreen Deposit shall be increased to ONE HUNDRED THOUSAND DOLLARS ($100,000) (which sum shall be inclusive of the original amount deposited by Developer). After the Evergreen Deposit has been so increased, ATTY/AGR/2012.093/LOWE DDA REIMBURSEMENT AGREEMENT WINSLOW REV: 12-7-12 VR Page 3 of 9