Agmt14 Greystar GP II, LLC - Jefferson Prop reimbursement

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Section 4.03. Recordkeepin�and Audits. (a) City shall maintain records with respect to the review performed by City and its Consultants under this Ageement (the "Records") in accordance with City's current procedures. City shall retain such Records for the period required by law. The Records shall include official documentation evidencing the charges to support all costs. (b) City will make available to Developer all Records excluding attorney client, work product, and other confidential or protected information and documents, within a reasonable time after request for examination of such records is provided to City. If any audit reveals inaccuracies in billings or payments, the necessary adjustments to conect the inaccuracies shall be made. (c) Nothing in this Agreement shall be construed to require City to provide Developer with documents, or portions of documents that are privileged, attorney work product, or attorney-client privileged. ARTICLE 5. MISCELLANEOUS PROVISIONS Section 5.01. California Law. This Agreement shall be governed by, and construed in accordance with,the laws of the State of California. Section 5.02. Nature of Commitment. Nothing in this Agreement is or should be construed to be a covenant, promise, or commitment by City(including, without limitation, any agency, board, or commission of City) to grant any entitlement for development or to make a final decision on any proposal, nor shall it prevent City (including, without limitation, any agency,board, or commission of City) from acting, or electing not to act, on any proposal in any manner other than that deemed proper by City. Section 5.03. Eazly Termination. (a) Bv Developer. Developer may, upon two (2) days prior written notice to City, terminate this Agreement, provided Developer withdraws its proposal to develop the Project and provides notice of such withdrawal to City. Developer shall remain liable for expenses incurred by City and its Consultants following Developer's termination in order to terminate any contractual relationships andlor to conduct clerical, logistical, or other non- substantive work required to efficiently terminate the consulting relationship. (b) Bv CitX. City shall have the right to terminate both this Agreement and its review, evaluation, consideration, processing of the Project, and negotiation, analysis, drafting and implementation of the potential disposition and development agreement or purchase and sale agreement at any time upon providing written notice. City shall have no further obligation to review,evaluate,or consider the Project upon termination. ATTY/AGR/2014.130/GREYSTAR REIMBURSEMENT AGR-JEFFERSON REV:08-01-14 VR Page 5 of 10