Agmt22 IQHQ Elco Yards, LP & Greystar GP II, LLC

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REV: 02-18-2022 SK 120695-00000325/5690848.4 Page 5 of 9 balances owed to the City by the other Developer. Once all remaining and outstanding reimbursements have been paid to City by Developer, City shall return to each respective Developer any remaining unused portion of their applicable Developer I or Developer II 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 Developers 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 Developers 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 Developers. Either Developer I or Developer II may, upon two (2) days prior written notice to City, terminate this Agreement, provided that the respective Developer exercising such termination right withdraws its proposal to develop its respective portion of the Project and provides notice of such withdrawal to City. Each respective Developer shall remain liable for expenses incurred in connection with that Developer's portion of the Project by City and its Consultants following either Developer’s termination in order to terminate any contractual relationships and/or to conduct clerical, logistical, or other non-substantive work required to efficiently terminate the consulting relationship. For the avoidance of doubt, in the event that either Developer I or Developer II terminates this Agreement in the manner set forth above, this Agreement shall only terminate with respect to that particular Developer and shall remain in effect between City and the Developer that has not so terminated this Agreement. ATTY/AGR.2022.043/IQHQ (ELCO) (Page 5 of 9)