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7.3.A. - Page 13 <br /> recognized overnight courier service, or five(5) days after deposit in the United States mail,certified or <br /> registered,return receipt requested,with postage prepaid, addressed as follows: <br /> To the Developer: Urban Housing Redwood City LLC <br /> 777 California St. <br /> Palo Alto California <br /> Attn:General Counsel <br /> To the City: City of Redwood City <br /> 1017 Middlefield Road <br /> Redwood City,California 94063 <br /> Attu:City Manager <br /> With a copy to: City of Redwood City <br /> 1417 Middlefield Road <br /> Redwood City,California 94063 <br /> Attn:City Attorney <br /> 31, Assignment by Developer. Developer may assign its obligations under this Agreement <br /> only with the prior written approval of the City, which consent shall not be unreasonably withheld or <br /> delayed. Developer's request to assign the Agreement to a developer with experience and financial <br /> capability which is substantially similar to Developer's shall be deemed to be reasonable, In connection <br /> with any such assignment, Developer and its assignee shall execute and deliver to City a written <br /> assignment and assumption agreement recorded against the Property in a form to be agreed upon between <br /> Developer and City, which shall among other things release Developer of its obligations under this <br /> Agreement after the date of the assignment. <br /> 32. Binding Upon Heirs, Successors and Assigns, The terms, covenants and conditions of <br /> this Agreement shall be binding upon all heirs,successors and assigns of the parties hereto. <br /> 33. Interpretation, The word "including" shall be construed as if followed by the words <br /> "without limitation." All exhibits and attachments to this Agreement are incorporated by reference as <br /> though fully restated herein. This Agreement shall be interpreted as though prepared jointly by both <br /> parties. Section headings in this Agreement are for convenience only and are not intended to be used in <br /> interpreting or construing the terms,covenants or conditions contained in this Agreement. <br /> 34. Severability. If any provision of this Agreement is held, to any extent, invalid, the <br /> remainder of this Agreement shall not be affected,except as necessarily required by the invalid provision, <br /> and shall remain in full force and effect. <br /> 35. Entire Agreement. The terms and conditions of this Agreement constitute the entire <br /> agreement between City and Developer with respect to the matters addressed in this Agreement. This <br /> Agreement may not be altered,amended or modified without the written consent of all parties hereto. <br /> 36, Governing Law;Venue. This Agreement shall be construed and enforced in accordance <br /> with the laws of the State of California,without reference to choice of law provisions. Any legal actions <br /> under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of . <br /> California. <br /> ATTYIAGR120I12.06512580 ECR(URBAN HOUSING)SUBDIVISION IMPROVEMENT AGREEMENT <br /> REV:06-05-12 VR <br /> Page 11 of 16 <br />