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City shall retain such Records for the period required by law, or, for records that aze the subject
<br /> of audit findings, until such audit findings have been resolved. The Records shall include official
<br /> documentation evidencing the chazges 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 aze 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 /> 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 Eazlv Termination
<br /> (a) Bv 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 /> two (2) business days following Saltworks' termination to terminate all substantive Consultant
<br /> work. Saltworks shall remain liable for expenses incurred by City and its Consultants following
<br /> Saltworks' termination in order to terminate contractual relationships and to conduct clerical,
<br /> logistical, or other non-substantive work required to efficiently wrap of the consulting
<br /> relationship.
<br /> ATTY/AGRI2011/AMENDMENTS/FIRST AMENDED AND RESTATED REIMBURSEMENT AGREEMENT
<br /> 052317
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