Agmt17 MP Bradford Associates, L.P.

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processing of the Project at any time upon providing written notice. City shall have no further obligation to review, evaluate, or consider the Project upon termination. (c) Ongoing Obligation. Developer shall remain obligated following termination of this Agreement pursuant to Section 2.02 or this Section 5 .03 to reimburse City for all City or Consultant work performed consistent with this Agreement if the amount deposited with City under Section 4.02 is insufficient. Section 5.04. No Agency, Joint Venture or Partnership. It is understood that Developer is not an agent of City. City and Developer hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained herein or in any document executed in connection therewith shall be construed as making City and Developer joint venturers or partners. Section 5.05. Notices. Any notice or communication required hereunder between the Parties must be in writing. Such notices or communications shall be given to the Parties at their addresses set forth below: CITY: City Manager City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Telephone: 650-780-7300 Facsimile: 650-780-7225 with copies to: City Attorney City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Telephone: 650-780-7200 Facsimile: 650-780-5963 DEVELOPER: MP Bradford Associates, L.P c/o Mid-Peninsula Half Moon Bay, Inc. Attention: Andrew Bielak 303 Vintage Drive, Suite 250 Foster City, CA 94404 Telephone: 650-780-7299 Section 5.06. Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the Parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, either City or Developer may ATTY/AGR/2017.194/707 BRADFORD — REIMBURSEMENT AGREEMENT REV: 08-22-17 VR Page 5 of 8