Agmt15 Hamilton & Winslow Properties LLC Reimbursement Agreement

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(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. Early Termination. (a) By 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 and/or to conduct clerical, logistical, or other non- substantive work required to efficiently terminate the consulting relationship. (b) By Citv. 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 at any time upon providing written notice. City shall have no further obligation to review, evaluate, or consider the Project upon termination. (c) On oin� Obli ag tion. Developer shall remain obligated following termination of this Agreement pursuant to Section 2.02 or this Section 5.03 to reimburse City for all City or Consultant work performed consistent with this Agreement if the amount deposited with City under Section 4.02 is insufficient. Section 5.04. No A ency, Joint Venture or Partnershi�. It is understood that Developer is not an agent of City. City and Developer hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection therewith shall be construed as making City and Developer joint venturers or partners. Section 5.05. Notices. Any notice or communication required hereunder between the Parties must be in writing. Such notices or communications shall be given to the Parties at their addresses set forth below: Page 5 of 10 82483.00019\94921093