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7B Page 7 ATTACHMENT 2 without Iimitation: (1) suits for specific performance �o remcdy a specifc breach; (2) suits f.or declaratory or i�lJunctive relief; or(3) suits fo�r mandam.us un.der Code of Civil Procedure § 1085. All of these or other rem.edies shal� be cum.ulative and not exciusive of one a.nother, and tl�e exercise of any one or more of these remedies shail not consti.tute a wazver or election with respect to an.y other. available remedy. Seciion 3.�5. Nature of Co�n�nitment. Nothing in this Agrcement is or should be const.rued to be a covenant, promise, nr co�nmit2nent by City, or any ageticy, board, or commission of the City, to approve th.e Application, grant any of the Project Entitlements, certify the P.roject EIR, o.r to ent�r in.to a development agreement with Developer on any particular terms or condi.tions. Nothi.ng i�.erein shai.l be deemed a covenant, prom.ise, or commi.tmen.t by Developer, or its successors in interest, to consiruct any improvements on tlle Property. i ne purpose or`'fihis Agreement is mexely to set forth the Pa��t�es' unde�rstan.ding regardi.n.g ti�.e funding of Rei�mbursable Legal Scrviees. 5ection 3.06. Termination of A�re�ment. Developer shall have the right, upon 10 days prior written notice to Czty, to 1:enn.inate this Agreement if it determin.es in.its sole discretion that it is in its best i��terest �o do so. If Deveioper so terminates th.is Agreement, City agrees io promptly rei.mburse Developer all monies remaining in the Reimbursabie Le�al Services Account in �x�ess of mon.ies regui.red to cover the unpaid.Reimbursable Legal Services incunred by City prior to Ci�y's recei.pt of the written notice provided for in this Section.3.06. In the event Developer so tenninates this Agzeement and tiie Reimbursable Lebal Services Accoun� funds are insufficient to cover tlie unpaid Reimvu.rsable Legal Fees incurred by City p.ri.or to City's receipt of the written notice provided for in this Section. 3.06, Develop�r agrees to reimburse City in an amount eq�al to the difference�et�veen the ul�paid.�tci�nbu�sabie Legal Services then i.ncurred by City and the amount then rem.ai.ning i.n the Reimbursable Legal. Servi.ces Account. I�� no event shall De�eloper be responsible for the paym�nt of Reimbursable Lega� Services incunred Uy Ci.ty after City's receipt of the written.noiice provided for in this Section 3.46. Section 3.0$. No Agency, Joi��t Venture or Partnership. It is understood that this Agreement is a contrac� th.at has been negotiated and voluntariiy entered in�o by City and Developer and that Developer is not an agent of City. City and Developer hereby renounce the existence of a�ay form of joi��t ven.ture or partnership between them., an.d agree that nothing con�ained herein or in any documeni executed. in connection th.erewi.th shall be construed as making Ci.ty and De�eloper joint venturers or part��ers. Notwithstandin.g the foregoing, City and Developer acknowledge a��d agree that they share a common interest in the legal soundness of the Ci�y's planning and environm.ental review processes and th.at any communications between their respective counsel relating to achieving compliance with applicaUle law are presumed to be in furtherance of this cornmon interest. SEC�IaIl 3.09. Ivo�:ices. Any notice ox com.munication. required hereunder between the Parties must be in w�ti.ng, an.d may be g�ven either persona�Iy, by telefacsim�ile (with original for.warded by reguiar United States mail}by registered or certified m.ail (return receipt requested), or by Federal Express or other �im=.'l�.r courier prornising overnight delivery. If persona�Iy delivered, a notice shal.l be deemed �o h.ave been given.when deli�ered to th� party to whom it is addressed. If givcn by �'acsimile transmissiot�, a noiice or communication shall be deemed to AT"1'Y/AGR12UQ9.033 3 471.G09