RecDoc 2016-066631 IA 601 Marshall St IA

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With a copy to: Arnold&Porter LLP Three Embarcadero Center, l Oth Floor San Francisco,CA 94111 Attn: Kenneth A.Neale,Esq. To the City: City of Redwood City 1017 Middlefield Road Redwood City,California 94063 Attn:City Manager With a copy to: City of Redwood City 1017 Middlefield Road Redwood City,California 94063 Attn:City Attorney 30. Assignment by Developer. Developer may assign its obligations under this Agreement only with the prior written approval of the City (such approval shall not be unreasonably withheld, conditioned or delayed). In connection with any such assignment,Developer and its assignee shall execute and deliver to City a written assignment and assumption agreement in a form reasonably acceptable to the City Attorney. 31. Bindin�Upon Heirs, Successors and Assig_us. The terms, covenants and conditions of this Agreement shall be binding upon a11 heirs,successors and assigns of the parties hereto. 32. Interpretation. The word "including" shall be construed as if followed by the words "without limitation." All exhibits and attachments to this Agreement are incorporated by reference as though fully restated herein. This Agreement shall be interpreted as though prepared jointly by both parties. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms,covenants or conditions contained in this Agreement. 33. Severabilitv. If any provision of this Agreement is held, to any extent, invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect. 34. Entire A�reement. The terms and conditions of this Agreement constitute the entire agreement between City and Developer with respect to the matters addressed in this Agreement. This Agreement may not be altered,amended or modified without the written consent of all parties hereto. 35. Governin�Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. 36. Authoritv. Each party executing this Agreement on behalf of a party represents and wanants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Ageement and perform all of its obligations hereunder. 37. Time is of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof. REV:06-21-16 VR Page 11 of19 ATTYlAGR.2016.126/601 Marshall Street Owner, LLC- IA 2016-06-09