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(d) In no event shall City or its Consultants be obligated to perform any work in connection with Developer's proposal for the Project, including but not limited to City review, evaluation, consideration, processing of Developer's proposal, where: (1) Developer is delinquent in the initial funding of', or any required replenishment of the Evergreen Deposit required by Subsections 4.02(a) & (b), above; (2) the actual costs associated with City staff time and/or Consultant work has exceeded the amount being held by City in the Evergreen Deposit to cover such costs; or (3) Developer is otherwise in breach of this Agreement in any respect. (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 entitled under this Agreement. Once all remaining and outstanding reimbursements have been paid to City by Developer, City shall return to Developer any remaining unused portion of the Evergreen Deposit. Section 4.03. Recordkeeping and Audits. (a) City shall maintain records with respect to the review performed by City and its Consultants under this Agreement (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 correct 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. 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 Page 4 of 9 REV: 08-10-16 VR ATTY/AGR.2016.211/Watt Communities, LLC