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6.2.A. - Page 40 Attn: City Attorney Each party will notify the other promptly of any changes of address that would require any notice or delivery to be directed to another address. 30. Assignment by Develoner. COA shall have the right to convey the Property to OAI following City's approval of the Parcel Map and the recordation of this Agreement. Upon the occurrence of such conveyance, OAI shall be the Developer for all purposes hereunder and shall be liable for the performance of, and shall have all of the rights of, Developer hereunder; and COA shall be relieved of and released from all duties, obligations and liabilities thereafter arising hereunder. Similarly, upon such conveyance, COA's rights under this Agreement shall expire. Following such conveyance of the Property to OAI (or if COA for any reason does not convey the Property to OAI), Developer, and each successor hereunder, may assign its obligations under this Agreement, only with the prior written approval of the City and which approval shall not be unreasonably withheld, to a transferee in connection with a transfer of a fee interest or long-term leasehold interest in the Property; provided, however, that in connection with any such transfer, Developer and its assignee shall execute and deliver to the City a written assignment and assumption agreement in a form approved by the City Attorney, in his or her reasonable discretion. For purposes of the forgoing sentence, it shall be reasonable for City to withhold approval of a proposed transfer if the proposed transferee cannot meet the security requirements set forth in Section 13 or the insurance requirements set forth in Section 18. Following any such assignment, the transferor shall be relieved of further liability hereunder with respect to obligations arising after such assignment. 31. Binding Upon Heirs. Successors and Assigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto. 32. Intemretation. 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 shalt remain in full force and effect. 34. Entire Agreement. 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. Governing 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 REV: 06-22-16 JS Page 13 of 15 ATTY/AGR.2016.159/Centrum Owners Association - EA