Agmt09 Fay, Jarvis - Redwood City Industrial Saltworks, L.L.C.

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without limitation: (1) suits for specific performance to remedy a specific breach; (2) suits for declaratory or injunctive relief; or (3) suits for mandamus under Code of Civil Procedure S 1085. All of these or other remedies shall be cumulative and not exclusive of one another, and the exercise of anyone or more of these remedies shall not constitute a waiver or election with respect to any other available remedy. Section 3.05. Nature of Commitment. Nothing in this Agreement is or should be construed to be a covenant, promise, or commitment by City, or any agency, board, or commission of the City, to approve the Application, grant any of the Project Entitlements, certify the Project EIR, or to enter into a development agreement with Developer on any particular terms or conditions. Nothing herein shall be deemed a covenant, promise, or commitment by Developer, or its successors in interest, to construct any improvements on the Property. The purpose of this Agreement is merely to set forth the Parties' understanding regarding the funding of Reimbursable Legal Services. Section 3.06. Termination of Agreement. Developer shall have the right, upon 10 days prior written notice to City, to terminate this Agreement if it determines in its sole discretion that it is in its best interest to do so. If Developer so terminates this Agreement, City agrees to promptly reimburse Developer all monies remaining in the Reimbursable Legal Services Account in excess of monies required to cover the unpaid Reimbursable Legal Services incurred by City prior to City's receipt of the written notice provided for in this Section 3.06. In the event Developer so terminates this Agreement and the Reimbursable Legal Services Account funds are insufficient to cover the unpaid Reimbursable Legal Fees incurred by City prior to City's receipt of the written notice provided for in this Section 3.06, Developer agrees to reimburse City in an amount equal to the difference between the unpaid Reimbursable Legal Services then incurred by City and the amount then remaining in the Reimbursable Legal Services Account. In no event shall Developer be responsible for the payment of Reimbursable Legal Services incurred by City after City's receipt of the written notice provided for in this Section 3.06. Section 3.08. No Agency. Joint Venture or Partnership. It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by City and Developer and 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. Notwithstanding the foregoing, City and Developer acknowledge and agree that they share a common interest in the legal soundness of the City's planning and environmental review processes and that any communications between their respective counsel relating to achieving compliance with applicable law are presumed to be in furtherance of this common interest. Section 3.09. Notices. Any notice or communication required hereunder between the Parties must be in writing, and may be given either personally, by telefacsimile (with original forwarded by regular United States mail) by registered or certified mail (return receipt requested), or by Federal Express or other similar courier promising overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the party to whom it is addressed. If given by facsimile transmission, a notice or communication shall be deemed to ATTY/AGR/2009.033 071609 3