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• Exhibit D — Consideration for SBI (executed solely by SBI) B. Confidentiality of Consideration. All Parties acknowledge the sufficiency of the consideration for this Agreement, but further agree that such consideration shall be kept confidential in accordance with the following terms: (1) each of the exhibits shall be held in escrow by the Mediator and shall not be disclosed to any non -signatory unless and until the Mediator determines, in his sole discretion, that it is necessary to disclose the contents of one or more of said exhibits in order to effectuate and enforce the terms of this Agreement; (2) this agreement regarding confidentiality shall not abridge any disclosure requirement the City might have regarding information the City has, e.g., the consideration paid by the City. C. Timeliness of Consideration. Within 30 days of the date of the last signature to this Agreement, each Party shall send the following to John M. Harens of Harens Mediation Center, LLC (Tax ID. No. 46-0795573): (i) any required settlement contribution; (ii) its executed confidential exhibit; and (iii) its executed signature page to this Agreement. D. Escrow and Disbursement of Cash Contributions. (1) Escrow of Cash Contributions. All cash contributions of the Parties shall be deposited into the Harens Mediation Center Trust Account. The total cash contributions by the Parties shall be equal to the sum of the following: (i) the sum due BMI under the Design Build Agreement (including the Waste Removal and Disposal Work, the equipment supply contract, and the sum due RLC for its work on the Repair Project); and (ii) the $7,500.00 for fees due HMC for managing the payments described below. (2) Disbursements for the Repair Work. HMC shall make disbursements out of its trust account for payments agreed upon as due between the parties to the following contracts (i) the design build contract between BMI and the City (which will include payments due to centrifuge supplier); and (ii) the subcontract for construction between BMI and RLC. HMC will reduce any such payments by any agreed upon retention. HMC shall have no liability for determining if agreed -upon payments are due under the relevant contracts or if the status of construction warrants the requested or agreed -upon payment. HMC shall have none of the obligations of a title company or other construction payment disbursing agent, including but not limited to obtaining bond release, lien waivers, etc. HMC shall have no obligation to make a disbursement unless and until the parties to the relevant agreement have agreed in writing that such a payment may be made. HMC may pay itself out of the $7,500 referred to above for services rendered in connection with managing the escrow and disbursement of the settlement funds. City of Elk River / BMI /PLC/ Vessco/SBI 5 Settlement Agreement Page 112 of 201