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<br />a. In the exercise of the sole discretion of its officials, agents, or employees, <br />City shall use the Reimbursement Payments only for the purposes represented. <br /> <br />b. City makes no promise, representation, or warranty, express or implied, as <br />to the timing of City's processing of the amendment to the Development Agreement and Mixed- <br />Use Proposal nor as to the outcome by City as to the processing, including any action by the City <br />Council. <br /> <br />5. Authority and Obligation of Lewis Group. Lewis Group agrees: <br /> <br /> a. To make timely deposits to the Reimbursement Account, as requested by <br />City. <br /> <br /> b. To comply fully with all applicable local, regional, state, and federal rules, <br />regulations, resolutions, ordinances, and laws with respect to Lewis Group’s proposed <br />amendment to the Development Agreement and Mixed-Use Proposal, as they may exist now or <br />in the future. <br /> <br /> c. To cooperate fully with City in its processing of Lewis Group’s proposed <br />amendment to the Development Agreement and Mixed-Use Proposal. <br /> <br />6. Amendment. This Reimbursement Agreement, including any exhibits hereto, <br />may be amended only by mutual written agreement of the parties. <br /> <br />7. No Agency, Joint Venture or Partnership. City and Lewis Group hereby <br />renounce the existence of any form of agency relationship, joint venture or partnership between <br />City and Lewis Group and agree that nothing contained herein or in any document executed in <br />connection herewith shall be construed as creating any such relationship between City and Lewis <br />Group. <br /> <br /> 8. Venue and Applicable Law. Any action by any party to this Reimbursement <br />Agreement shall be brought in the appropriate court of competent jurisdiction within the County <br />of Alameda, State of California, notwithstanding any other provision of law which may provide <br />that such action may be brought in some other location. This Reimbursement Agreement shall <br />be construed and enforced in accordance with the laws of the State of California. <br /> <br /> 9. Entire Agreement. Each party acknowledges that this Reimbursement <br />Agreement sets forth all covenants, promises, conditions and understanding between the parties <br />regarding the matters set forth herein, and there are no promises, conditions, or understanding <br />either oral or in writing between the parties other than as set forth herein. No subsequent <br />alteration, amendment, change or addition to this Reimbursement Agreement shall be binding <br />upon the parties unless reduced to writing and signed by them. <br /> <br /> 10. Effect of Waiver. No waiver by a party of any provision of this Reimbursement <br />Agreement shall be considered a waiver of any other provision or any subsequent breach of the <br />same or any other provision, including the time for performance of any such provision. The <br />exercise by a party of any remedy provided in this Reimbursement Agreement or at law shall not <br />DocuSign Envelope ID: CE5BF197-2C9F-4CFB-A707-452BD5EBC70E