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OAK #4843-3885-9090 v10 43 ATTY/AGR/2018.094/STRADA DOCKTOWN DEVELOPMENT AGREEMENT REV: 05-03-18 PR Page 43 of 93 development, and construction thereof, whether such claims shall accrue or be discovered before or after expiration or termination of this Agreement. Developer’s indemnity obligations under this Section 13.2 shall not extend to claims occasioned by the sole negligence or willful misconduct of City Parties. The provisions of this Section 13.2 shall survive termination or expiration of this Agreement. ARTICLE 14. MISCELLANEOUS PROVISIONS Section 14.1 Incorporation of Recitals, Exhibits, and Introductory Paragraph. The Recitals contained in this Agreement, the introductory paragraph preceding the Recitals, and the Exhibits attached hereto are hereby incorporated into this Agreement as if fully set forth herein. Section 14.2 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. Section 14.3 Construction. Each reference herein to this Agreement or any of the Existing Approvals or Subsequent Approvals shall be deemed to refer to the Agreement, Existing Approval or Subsequent Approval as it may be amended from time to time in accordance with this Agreement, whether or not the particular reference refers to such possible amendment. 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 of this Agreement. This Agreement has been reviewed and revised by legal counsel for City and Developer, and no presumption or rule that ambiguities shall be construed against the drafting party shall apply to the interpretation or enforcement of this Agreement. Unless the context clearly requires otherwise, (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (d) “or” is not exclusive; (e) “include,” “includes” and “including” are not limiting and shall be construed as if followed by the words “without limitation,” and (f) “days” means calendar days unless specifically provided otherwise. Section 14.4 Covenants Running with the Land. Except as otherwise more specifically provided in this Agreement, this Agreement and all of its provisions, rights, powers, standards, terms, covenants, and obligations, shall be binding upon the Parties and their respective successors (by merger, consolidation, or otherwise) and assigns, and all other persons or entities acquiring the Property, or any interest therein, and shall inure to the benefit of the Parties and their respective successors and assigns, as provided in Government Code Section 65868.5. Section 14.5 Notices. Any notice or communication required hereunder between City and Developer (“Notice”) must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express or other similar courier promising overnight delivery. If personally delivered, a Notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by registered or certified mail, such Notice shall be deemed to have been given and received on the first to occur of (a) actual receipt by any of the addressees designated below as the Party to whom Notices are to be sent, or (b) five (5) days 6.4.B. - Page 68