Agmt11 Redwood City Plant Site LLC-DBA DMB Redwood City Saltworks

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judgment with respect to the content and conclusions of the Technical Reports and may in its discretion retain consultants or rely upon its own staff, at Saltworks' cost, to review and comment on the Technical Reports, or to provide such supplemental or additional Technical Reports, evaluations, analysis, and internal or external communications as City may deem necessary or desirable, during the environmental review and planning process. Section 3.03. NEPA Review. If City concludes that its environmental review document should be prepared to address the requirements of the National Environmental Policy Act (i.e, as a joint EIR-EIS), then any additional work by the City or additional work by City's Consultants on behalf of the City in connection with such document shall be covered by this Agreement. However, this Agreement does not provide for reimbursement for work by agencies other than City. Section 3.04. Lead Project Mana2er. The Lead Project Manager for Saltworks for purposes of receiving information, scopes of work, and invoices from City relating to its Consultants pursuant to Section 4 of this Agreement is identified in Section 5.06. Saltworks may replace its Lead Project Manager at any time, but shall within two (2) business days provide written notice to City containing the name and contact information of any replacement Lead Project Manager. ARTICLE 4. SELECTION OF CONSULTANTS AND FUNDING OF PLANNING EFFORTS Section 4.01 Consultants (a). Prior to selecting any consultant or subconsultant to be retained by City under this Agreement (each, a"Consultant"), City shall provide the Lead Project Manager for Saltworks with 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 the Lead Project Manager for 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 Ciry. 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 the Lead Project Manager for 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 shall not be required to withhold payment of any invoice for more than ten (10) days following a request by Saltworks to withhold payment. During such ten (10) day period, City shall: (i) upon request by the Lead Project Manager, meet in person with the Lead Project Manager up to two times to discuss the disputed invoice, and (ii) in good faith review and consider the objections by Saltworks regazding the disputed invoice. In the event that City and the Lead Project Manager for Saltworks aze not able to agree within such ten (10) day period on a course of action with respect to the invoice, it shall be within City's exclusive and sole discretion to pay the disputed invoice in full and Saltworks shall be responsible for the full cost of City's ATTY/AGR/2011/AMENDMENTS/FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT 052311 4