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(e} Upon termination of this Agreement, City shall have a reasonable time to seek and receive from Developer all remaining and outstanding reimbursements to which it is entitFed under this Agreement. Once a3i remaining and outstanding reimbe.u-sements have been paid to City by DeveIoper, City s�all return to Developer any remaining finused portion af the Evergreen Deposit. 5ection 4.03. Recordkee�inQ and Andits. (a} City shall maintain records with respect to the reviev�� performed b_y City and its Consultants �ander this Agreement (the "Records") in accordance with City's current procedures. City si�all retain sucll Records for ihe period required by law. The Recards shall include afficial documentation evidencing tl�e charaes to support alt costs, (b) City wi11 make available to Developer all Records excludi.ng attornev client, work praduct, and other confdential 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 bi]]ings or payments, the necessary adjustrnents to correct ihe inaccuracies shall he made. (c} Nothing in this Agreement shall be constnied to require City to provide Developer with documents, or portions of documents that are privileged, attorney work product, or attorney-ctient privileged. ARTICLE 5. MISCELLANEOUS PROVISIONS 5ection 5.01. California Law. This Agreement shall be governed by, and construed in accordance��ith,the laws of the State of Catifornia. Section 5.02. Nature of Commitmeni. Nothin� in ihis A�reement is or should be construed to be a covenant, promise, or comznitment by City (including, without limitatian, any agency, board, or commission of City) to �arn any entitlement for develapment or to make a final decision on any proposal, nor shalI it prevent City (including, wzthout Iimitation, any a�ency, board, or commission of City} from acting, or eiecting not to act, on any proposal in any manner other than that deerned proper by City. Section �.03, Earlv Termination. (a) Bx Developer. Developer may, upon two (2) days prior written notice to City, terminate this Agreement, provided Develoger vvithdraws its praposal to develop the Project and provides notice of such withdrawal to City. Developer shall remazn liable for expenses incurred by City and its Consultants following Developer's termination in order to terminate any contractnat relationships and/or to conduct clerieal, logistical, or other non- substantive work required to efficiently terminate the consulting relationship. (b) By CTty. City shaII have the ri�ht to terminate both this Agreement and its revie�v, evaluation, consideration, processin� of the Project at any time upon providing ��ritten Page 4 of 8 REV:09-25-15 VR ATTY/AGR.2Q�5.222/Oracle d.Tech Reimbursement Agreemenf