Agmt12 Lowe Enterprises Real Estate Group Winslow Project

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Developer shall replenish the Evergreen Deposit on a monthly basis until termination of this Agreement pursuant to Section 2.02 or Section 5.03 ar as long as expenditures made by City relating to City's review, evaluation, consideration, processing of Developer's proposal for the Winslow Project, and negotiation, analysis, drafting and implementation of the potential disposition and development agreement remain unreimbursed, whichever is later. Beginning on the date of such agreement as to price, Developer shall replenish the Evergreen Deposit by depositing on or before the last day of each month the full amount of all invoices delivered by City to Developer within the previous month. Thus, for example, on or before January 31, 2012, Developer would replenish the Evergreen Deposit by depositing the sum of all invoices submitted by City to Developer during the months of November and December 2012. (b) In the event City determines that total invoices for any particular three-month period are likely to exceed $100,000, City may request that Developer increase the total funds available in the Evergreen Deposit accordingly. If Developer does not agree to increase the deposited amount, City may adjust its work schedule, including through the adjustment of project deadlines, so as not to exceed $100,000 in expenditures over any three-month period. (c) 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). (d) In no event shall City or its Consultants be obligated to perform any work in connection with Developer's proposal for the Winslow Project, including but not limited to City review, evaluation, consideration, processing of Developer's proposal, and negotiation, analysis, drafting and implementation of the potential disposition and development agreement, where: (1) Developer is delinquent in the initial funding of, or any required replenishment of, the Evergreen Deposit required by Subsections 4.02(a) & (b), above; (2) the actual costs associated with City staff time and/or Consultant work has exceeded the amount being held by City in the Evergreen Deposit to cover such costs; or (3) Developer is otherwise in breach of this Agreement in any respect. (e) Upon termination of this Agreement, City shall have a reasonable time to seek and receive from Developer 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 Developer, City shall return to Developer any remaining unused portion of the Evergreen Deposit. Section 4.03. Recordkeepin� and Audits. (a) City shall maintain records with respect to the review performed by City and its Consultants under this Agreement (the "Records") in accordance with City's current procedures. City shall retain such Records for the period required by law. The Records shall include official documentation evidencing the charges to support all costs. (b) City will make available to Developer all Records excluding attorney client, work product, and other confidential or protected information and documents, within forty-eight (48) hours after request for examination of such records is provided to City. If any audit reveals inaccuracies in billings or payments, the necessary adjustments to correct the inaccuracies shall be made. ATTY/AGR/2012.093/LOWE DDA REIMBURSEMENT AGREEMENT WINSLOW REV: 12-7-12 VR Page 4 of 9