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REV: 09-18-25 VR (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 Account. Section 4.03. Recordkeeping and Audits. (a) City shall maintain records with respect to the review, evaluation, consideration, and processing 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 communications, attorney 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 as to require City to provide Developer with documents, or portions of documents that are confidential, attorney work product, attorney-client privileged, or protected by any other privilege afforded under the law. 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. The Parties agree that in the event either Party brings any action against the other related to this Agreement, the venue of such action shall be vested exclusively in Superior Court of California in the County of San Mateo. 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 Proposed Project and provides notice of such withdrawal to City. Developer shall remain liable for expenses incurred by City and its Consultants following 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. (b) By City. City shall have the right to terminate both this Agreement and its review, evaluation, consideration, and processing of the Proposed Project at any time upon ATTY/AGR.2025.236/Stanford Medicine (575/585 Broadway) (Page 4 of 8)