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recognized overnight courier service, or five (5) days after deposit in the United States mail, certified or <br />registered, return receipt requested, with postage prepaid, addressed as follows: <br />To the Developer: <br />MP Bradford Associates, L.P. <br />303 Vintage Park Drive, Suite 250 <br />Foster City, CA 94404 <br />Attn: Matthew O. Franklin <br />With a copy to: <br />Gubb & Barshay LLP <br />505 14' Street, Suite 450 <br />Oakland, CA 94612 <br />Attn: Evan Gross <br />To the City: <br />City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94063 <br />Attn: City Manager <br />With a copy to: <br />City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94063 <br />Attn: City Attorney <br />30. Assignment by Developer. Developer may assign its obligations under this Agreement <br />only with the prior written approval of the City, such approval not to be unreasonably withheld, <br />conditioned or delayed. In connection with any such assignment, Developer and its assignee shall <br />execute and deliver to City a written assignment and assumption agreement in a form reasonably <br />acceptable to the City Attorney. <br />31. Binding Upon Heirs, Successors and Assigns. The terms, covenants and conditions of <br />this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto. <br />32. Interpretation. The word "including" shall be construed as if followed by the words <br />"without limitation." All exhibits and attachments to this Agreement are incorporated by reference as <br />though fully restated herein. This Agreement shall be interpreted as though prepared jointly by both <br />parties. Section headings in this Agreement are for convenience only and are not intended to be used in <br />interpreting or construing the terms, covenants or conditions 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 provision, <br />and shall remain in full force and effect. <br />34. Entire Agreement. The terms and conditions of this Agreement constitute the entire <br />agreement between City and Developer with respect to the matters addressed in this Agreement. This <br />Agreement may not be altered, amended or modified without the written consent of all parties hereto. <br />35. Governing Law; Venue. This Agreement shall be construed and enforced in accordance <br />with the laws of the State of California, without reference to choice of law provisions. Any legal actions <br />under this Agreement shall be brought only in the Superior Corot of the County of San Mateo, State of <br />California. <br />AM/AGR/2019.063/MP BRADFORD ASSOCIATES, L.P., - IMPROVEMENTAGREEMENT <br />REV: 03-21-19 PR <br />Page 11 of 21 <br />