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<br />earlier termination of this Agreement, then the Saltworks shall pay such Excess Amount to the <br />City within forty-five (45) days after receipt of a written request from City together with <br />supporting documentation in accordance with this Agreement. In the event that the actual costs <br />for any Agreement Year are less than Payment Advances made by developer for such Agreement <br />Year (the "Overpayment"), then the Overpayment shall be credited against the next Payment <br />Advance owed by Saltworks, provided that if any Overpayment exists at the expiration or earlier <br />termination of this Agreement, then City shall refund such Overpayment to Saltworks within <br />forty-five (45) days after the expiration or earlier termination of this Agreement. The obligation <br />to pay the final Excess Amount or the final Overpayment shall survive the expiration or earlier <br />termination of this Agreement. <br /> <br />(d) Notwithstanding the above procedures, at any time that the costs for processing <br />exceed, or are expected to exceed the amount of Saltworks funds on deposit with City, City may <br />request additional deposits to assure that there are adequate funds to pay for costs. City shall not <br />be obligated at any time to use City funds to pay for the costs of processing. Saltworks shall <br />deposit the requested funds within thirty (30) days of City's request for additional funds; in the <br />event that a deposit is not made City may suspend processing until the requested funds are <br />deposited or terminate the processing if the funds are not received by City within 90 days of said <br />request. <br /> <br />(e) The Parties acknowledge that the Payment Advances are not a "source of income" <br />within the meaning of the California Political Reform Act (pursuant to California Government <br />Code Section 87103.6). <br /> <br />Section 4.04. Recordkeeping and Audits <br /> <br />(a) City shall maintain records in accordance with City's current procedures with respect <br />to the services performed by City and its Consultants under this Agreement (the "Records"). <br />City shall retain such Records for the period required by law, or, for records that are the subject <br />of audit findings, until such audit findings have been resolved. The Records shall include official <br />documentation evidencing the charges to support all costs. <br /> <br />(b) At any time during normal business hours, but on no less than forty-eight (48) hours <br />prior notice by Saltworks to City, City shall make available to Saltworks for examination all <br />Records. City shall permit Saltworks to audit, examine, duplicate and make excerpts or <br />transcripts of the Records. If any audit reveals inaccuracies in billings or payments, the necessary <br />adjustments to correct the inaccuracies shall be made. <br /> <br />(c) Nothing in this Agreement shall be construed to require City to provide Saltworks <br />with documents, or portions of documents, that are privileged, attorney work product, or <br />attorney-client privileged. <br /> <br />ARTICLE 5. MISCELLANEOUS PROVISIONS. <br /> <br />Section 5.01. Excusable Delays~ Extension of Time of Performance. In the event of <br />delays due to strikes, inability to obtain materials, civil commotion, fire, war, terrorism, lockouts, <br /> <br />5 <br />