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Attn: City Attorney <br /> Each party will notify the other promptly of any changes of address that would require any notice <br /> or delivery to be directed to another address. <br /> 30. Assignment by Developer. COA shall have the right to convey the Property to <br /> OAI following City's approval of the Parcel Map and the recordation of this Agreement. Upon <br /> the occurrence of such conveyance, OAI shall be the Developer for all purposes hereunder and <br /> shall be liable for the performance of, and shall have all of the rights of, Developer hereunder; <br /> and COA shall be relieved of and released from all duties, obligations and liabilities thereafter <br /> arising hereunder. Similarly, upon such conveyance, COA's rights under this Agreement shall <br /> expire. Following such conveyance of the Property to OAI (or if COA for any reason does not <br /> convey the Property to OAI), Developer, and each successor hereunder, may assign its <br /> obligations under this Agreement, only with the prior written approval of the City and which <br /> approval shall not be unreasonably withheld, to a transferee in connection with a transfer of a fee <br /> interest or long-term leasehold interest in the Property; provided, however, that in connection <br /> with any such transfer, Developer and its assignee shall execute and deliver to the City a written <br /> assignment and assumption agreement in a form approved by the City Attorney, in his or her <br /> reasonable discretion. For purposes of the forgoing sentence, it shall be reasonable for City to <br /> withhold approval of a proposed transfer if the proposed transferee cannot meet the security <br /> requirements set forth in Section 13 or the insurance requirements set forth in Section 18. <br /> Following any such assignment, the transferor shall be relieved of further liability hereunder with <br /> respect to obligations arising after such assignment. <br /> 31 . Binding Upon Heirs, Successors and Assigns. The terms, covenants and <br /> conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties <br /> hereto. <br /> 32. Interpretation. The word "including" shall be construed as if followed by the <br /> words "without limitation." All exhibits and attachments to this Agreement are incorporated by <br /> reference as though fully restated herein. This Agreement shall be interpreted as though <br /> prepared jointly by both parties. Section headings in this Agreement are for convenience only <br /> and are not intended to be used in interpreting or construing the terms, covenants or conditions <br /> contained in this Agreement. <br /> 33. 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 <br /> provision, and shall remain in full force and effect. <br /> 34. Entire Agreement. The terms and conditions of this Agreement constitute the <br /> entire agreement between City and Developer with respect to the matters addressed in this <br /> Agreement. This Agreement may not be altered, amended or modified without the written <br /> consent of all parties hereto. <br /> 35. Governing Law: Venue. This Agreement shall be construed and enforced in <br /> accordance with the laws of the State of California, without reference to choice of law <br /> REV: 06-22-16 JS <br /> Page 13 of 15 <br /> ATTY/AGR.2016.159/Centrum Owners Association - IA <br />