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

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payment of the invoice so long as such invoice relates to City's review, evaluation, consideration, or processing of the Applications. In the event Saltworks has exercised its right to request withholding of payment pursuant to this Section 4.01(c) on three or more occasions during the Term of this Agreement, Saltworks shall have the right to retain, at its own expense, an independent third-party facilitator and to have such facilitator attend and participate in meetings with the Lead Project Manager regarding disputed invoices. Participation of the facilitator shall be advisory only and shall not constrain the City's exclusive and sole discretion to pay the dispute invoice in full or Saltworks' obligation to reimburse the full cost of City's payment of the invoice so long as such invoice relates to City's review, evaluation, consideration, or processing of the Applications. (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 (ii) copies of all invoices and appropriate supporting documentation, except those of outside counsel to City, shall be made available to Saltworks, subject to the exception described in Section 4.03(c); and (iii) Consultant invoices shall include sufficient detail regarding work performed and time incurred to allow reasonable review by City and Saltworks, and shall provide a calculation of how much Consultant has billed City to date, and how much remains available for billing under the Consultant's then-approved scope of work. (e) City shall, on a monthly basis, provide to the Lead Project Manager for Saltworks a summary report on the fees incurred by the City's team of Consultants and City staff, the percentage of work that has been completed by the City's team of Consultants on the then-current scopes of work, and how much remains available for billing under the then-approved scopes of work. (� Within thirty (30) days following termination of this Agreement pursuant to Section 1.02 or Section 5.04, City shall deliver to the Lead Project Manager for 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 in City's files as of such date, including without limitation, all studies, reports, plans, drawings and similaz work (the "Consultant Work"). With respect to work not in City's files as of the date for compliance with this section, City shall have no obligation beyond making a request that Consultant provide all work to City. If Consultant Work has not been approved or adopted by City staff in writing, Saltworks shall keep such work, including any documentation thereof in whatever form, confidential, and shall not shaze such work with any member of the public unless City consents to such disclosure or such disclosure is reqnired by law. 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 (�. This obligation to hold the City harmless shall survive termination of this Agreement pursuant to Section 1.02 or Section 5.04. Section 4.02. Ever reg en De�sit. (a) As of the date of this Agreement, City had incurred expenses for its review, evaluation, consideration and processing of the Applications and Saltworks deposited funds with City to reimburse City for such expenses. The parties anticipate that, as of the date of this Agreement, all invoices submitted as of April 1, 2011 have been reimbursed in full by Saltworks. The parties anticipate that there will be a balance remaining on deposit afrer payment of all invoices submitted between April 1, 2011 and the date of this Agreement. In such event the ATTY/AGR/2011/AMENDMENTS/FIRST AMENDE� AND RESTATED REIMBURSEMENT AGREEMENT 052311 5