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Attachment 1 <br /> 8.A. - Page 14 <br /> Section 4.03. Recordkeepin� and Audits <br /> (a) City shall maintain records with respect to the services performed by City and its <br /> Consultants under this Agreement (the "Records") in accordance with City's current procedures. <br /> City shall retain such Records for the period required by law, or, for records that are the subj ect <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 /> (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 /> (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 attorney- <br /> client privileged. <br /> ARTICLE 5. MISCELLANEOUS PROVISIONS. <br /> Section 5.01. Excusable Delays, Extension of Time of Performance. In the event of <br /> . <br /> delays due to strikes, inability to obtain materials, civil commotion, fire, war, terrorism, lockouts, <br /> riots, floods, earthquakes, epidemic, quarantine, freight embargoes, failure of contractors to <br /> perform, or other circumstances beyond the reasonable control of the Parties and which cause <br /> substantially interferes with the ability of either Party to perform its obligations under this <br /> Agreement, then the time for performance of any such obligation shall be extended for such <br /> period of time as the cause of such delay shall exist but in any event not longer than for such <br /> period of time ("Excusable Delay"). In the event an Excusable Delay results in the delay of <br /> payment by Saltworks of a deposit or other compensation meant to pay for the actual or <br /> estimated costs incurred by City and its Consultants in processing the Applications, then City <br /> shall have the option of suspending processing of the Applications for the duration of such <br /> Excusable Delay. <br /> Section 5.02. California Law. This Agreement shall be governed by, and construed in <br /> accordance with, the laws of the State of California. <br /> Section 5.03. Nature of Commitment. Nothing in this Agreement is or should be <br /> construed to be a covenant, promise, or commitment by City (including, without limitation, any <br /> agency, board, or commission of the City) to grant any Entitlement or to make a final decision on <br /> any Application, nor shall it prevent City (including, without limitation, any agency, board, or <br /> commission of the City) from acting, or electing not to act, on any Application in any manner <br /> other than that deemed proper by City. <br /> Section 5.04. Early Termination. <br /> (a) By Saltworks. Saltworks or its successors shall have the right, upon ten (10) days <br /> prior written notice to City, to terminate this Agreement, provided Saltworks has withdrawn each <br /> of the Applications and has provided written notice of such withdrawal to City. City shall have <br />