AgdaPkt 2010-05-24 special, clsd and jnt

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6.1 F Page 24 ARTICLE 4. FUNDING ~F PLANNING EFFORTS Section 4.01. In General. As of the date of this Agreement Saltworks has made deposits and reimbursed the City for the costs which City represents are actual costs incurred by the City in connection with City's processing of the Applications to date. As more fully set forth below, Saltworks agrees to advance deposits to City to covex the actual costs incurred, or to be incurred, by City related to its review activities pursuant to and during the Term of this Agreement, including (i} staff time and expenses at the rates typically charged by City for such time and expenses, and which rates may be adjusted from time to time by City in a manner consistent with the requirements of law (provided City provides Saltworks with at least thirty (30) days advance written notice of any such adjustment); (ii) consultant fees and costs (including, without limitation, costs and fees of specialized legal counsel retained to assist City's consultants}; and (iii) any other items that are agreed to in writing by City and Saltworks. Section 4.02. Consultants. (a). Prior to selecting any consultant or subconsultant to be retained by City under this Agreement (each, a "Consultant"), City shall meet with Saltworks to provide information relative to such Consultant, and the proposed scope and budget for such Consultant; provided, however, that the ultimate selection and retention of any Consultant shall be made by City in its sole discretion. (b) City shall deliver to Saltworks copies of all proposed consultant contracts and subcontracts (collectively, "Consultant Contracts"}, including budgets and scopes of work, and any proposed amendments of previously approved Consultant Contracts. All Consultants retained by City pursuant to this Agreement will report to City. Saltworks agrees that City will charge actual staff time and expenses attributable to the administration of Consultant Contracts entered into by City under this Agreement. (c) City shall on a monthly basis deliver to Saltworks copies of invoices from all Consultants. Saltworks may review those invoices and inform City in writing of any dispute that it may have within fifteen (15} days of receipt of such invoice. Saltworks may ask City to withhold payment from the Consultant and, upon such request by Saltworks, City will discuss the dispute. (d) All proposed Consultant Contracts shall provide that (i) Consultants shall bill only for their actual costs, with no premiums or surcharges on costs, expenses, sub-consultants or otherwise and (ii) copies of all invoices and appropriate supporting documentation shall be made available to Saltworks. (e} Within thirty (30) days following expiration or earlier termination of this Agreement, City shall deliver to Saltworks, electronic copies (or hard copies if electronic versions do not exist) of all work prepared to date by any Consultant, whether in draft or final form and whether or not in City's files as of such date, including without limitation, all studies, reports, plans, drawings and similar work (the "Consultant Work"}. With respect to work not in City's files, City shall have no obligation beyond making a request that Consultant provide all work to City. Saltworks shall hold City, its officers and employees, harmless from and against any and all costs, including attorneys fees, damages, or liabilities incurred by Saltworks and arising from Saltworks reliance on any Consultant Work that is delivered to Saltworks in accordance with this Subsection (e}. ATTY/AGR/2010.044 051210