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the deposit provided by Developer that has not been expended or committed for expenditures as set forth in this Agreement shall be returned to the Developer. Section 4.03 Recordkeepine 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 Developer all Rewrds 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 Developer 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 govemed by, and construed in accordance with, the laws of the State of Califomia. 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 the 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 the City) from acting, or electing not to act, on any proposal in any manner other than that deemed proper by City. Section 5.03 Earlv Termination (a) . Bv Developer. Developer may, upon two (2) days prior written notice to City, terminate this Agreement, provided Developer withdraws Developer's Proposal 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) Bv Citv. City shall have the right to terminate both this Agreement and its review, evaluation, consideration and processing of Developer's Proposal at any time upon providing written notice. City shall have no further obligation to review, evaluate, or consider Developer's Proposal upon termination. � ATTY/AGfL2072.010IREIMBURSEMENTAGREEMENTBLOCK2 � � . REV: 01/25/12 � Page A of 9