Agmt13 Redwood City Partners, LLC

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The Parties acknowledge that the Developer previously established and maintained a deposit account in the initial amount of One Hundred Fifty Thousand Dollars ($150,000)("Initial Deposit") pursuant to a Reimbursement Agreement between Developer and City dated August 16, 2012 ("Reimbursement Ag,reemenY') entered into in implementation of the Cost Recovery Policy established by the City by Resolution No. 14609 adopted in September 2004. The Reimbursement Agreement terminated upon the parties' execution of this Agreement. Any funds remaining in the Initial Deposit that are not expended for City expenses pursuant to the Reimbursement Agreement may be carried over and considered a portion of the Deposit required under this Agreement. a. Upon termination of this Agreement by the City, as provided in Section 7.4,to the extent provided herein, a portion of the Deposit in the amount of Twenty Five Thousand Dollars ($25,000) ("Pre-Closin�Liquidated Dama.�;es AmounY'} may be retained by the City as liquidated damages as provided in Section 7.4, and such liquidated damages shall be the sole remedy prior to conveyance of the City Property to the Developer. Following payment of all , costs to be paid for with the Deposit, any remaining balance of the Deposit then held by the City ' (including all interest paid thereon)shall be returned to the Developer. Upon termination of this Agreement by the Developer under subpazagraph (i) of Section 7.3.2 hereof due to a Default by the City, then any remaining balance of the Deposit remaining after payment of all costs to be paid for with the Deposit (including all interest paid thereon)to the date of such Default shall be returned to the Developer by the City. ' If the Developer is in default with respect to any provision of this Agreement after ' Notice to the Developer and the expiration of the applicable cure period set forth in this Agreement, the City may, but shall have no obligation to, use the Deposit or any portion of the Deposit to cure such default or to compensate the City for any expense incurred by the City to cure such default. If this Agreement has not been terminated as a result of such default, the ' Developer, on demand from the City, shall promptly restore such Deposit to the full amount required by this Section 1.2. , b. If this Agreement shall not have been theretofore cancelled or terminated, or the Deposit shall not have been returned to the Developer, the Deposit shall be used, disbursed and credited as follows: ', 1. T'he Deposit shall be used by the City to pay for costs incurred by the City after the date of this Agreeznent and from time to time, in accordance with the City's Budget, in connection with the City's implementation of this Agreement and Developer's proposed development of the Project on the Site, including without limitation all costs incurred by the City for planning, design review and Approvals required for the Developer's construction of the Project on the Site, and all legal, architectural and project management services through Completion (as defined in Section 4.13.1) of construction of the Project; provided, however, in no event shall the Deposit or Developer be required to pay any costs related to an actual or alleged default wnder this Agreement by City. 2. On a monthly basis, or more frequendy if required based on the amount or number of expenses, the City shall pzovide Developer with (i) an accounting of each cost item 15 2013.118/BLOCK 2 HUNTER STORM REV:07-2613 PT