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REV: 07-23-2021 VR <br />City shall retain such Records for the period required by law. The Records shall include official <br />documentation evidencing the charges to support all costs. <br />(b) City will make available to Developer all Records excluding attorney client, work <br />product, and other confidential or protected information and documents, within a reasonable time <br />after request for examination of such records is provided to City. If any audit reveals inaccuracies <br />in billings or payments, the necessary adjustments to correct the inaccuracies shall be made. <br />(c) Nothing in this Agreement shall be construed to require City to provide Developer <br />with documents, or portions of documents that are privileged, attorney work product, or attorney- <br />client privileged. <br />ARTICLE 5. MISCELLANEOUS PROVISIONS <br />Section 5.01. California Law. This Agreement shall be governed by, and construed in accordance <br />with, the laws of the State of California. <br />Section 5.02. Nature of Commitment. Nothing in this Agreement is or should be construed to be <br />a covenant, promise, or commitment by City (including, without limitation, any agency, board, or <br />commission of City) to grant any entitlement for development or to make a final decision on any <br />proposal, nor shall it prevent City (including, without limitation, any agency, board, or commission <br />of City) from acting, or electing not to act, on any proposal in any manner other than that deemed <br />proper by City. <br />Section 5.03. Early Termination. <br />(a) By Developer. Developer may, upon two (2) days prior written notice to City, <br />terminate this Agreement, provided Developer withdraws its proposal to develop the Project and <br />provides notice of such withdrawal to City. Developer shall remain liable for expenses incurred <br />by City and its Consultants following Developer’s termination in order to terminate any contractual <br />relationships and/or to conduct clerical, logistical, or other non-substantive work required to <br />efficiently terminate the consulting relationship. <br />(b) By City. City shall have the right to terminate both this Agreement and its review, <br />evaluation, consideration, processing of the Project at any time upon providing written notice. City <br />shall have no further obligation to review, evaluate, or consider the Project upon termination. <br />(c) Ongoing Obligation. Developer shall remain obligated following termination of <br />this Agreement pursuant to Section 2.02 or this Section 5.03 to reimburse City for all City or <br />Consultant work performed consistent with this Agreement if the amount deposited with City <br />under Section 4.02 is insufficient. <br />Section 5.04. No Agency, Joint Venture or Partnership. It is understood that Developer is not an <br />agent of City. City and Developer hereby renounce the existence of any form of joint venture or <br />partnership between them, and agree that nothing contained herein or in any document executed <br />in connection therewith shall be construed as making City and Developer joint venturers or <br />partners. <br />Section 5.05. Notices. Any notice or communication required hereunder between the Parties must <br />be in writing. Such notices or communications shall be given to the Parties at their addresses set <br />forth below: <br />ATTY/AGR.2021.126/Longfellow Real Estate Partners (Redwood City Life) (Page 4 of 8)