Agmt22 Tri-Party Implementation 1548 Maple, LLC

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ATTY/AGR/2022.014/TRI-PARTY AGREEMENT REV: 01-25-2022 VR 8 an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible. c. Entire Agreement. The terms and conditions of this Agreement, including the exhibits hereto, constitute the entire agreement among City, County and Developer with respect to the matters addressed herein; provided, the foregoing does not negate or affect separate agreements that may exist between City and County (including but not limited to the Exchange Agreement and Leaseback Agreement), or between City and Developer (including but not limited to the Development Agreement). This Agreement may not be altered, amended or modified without the written consent of all Parties hereto. d. 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 provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of California. e. Authority. Each person or entity executing this Agreement on behalf of a Party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such person or entity is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. f. Time is of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof. g. Waiver. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver or future waiver of such provision unless otherwise expressly provided. h. Successors and Assigns. This Agreement shall be binding upon the heirs, devisees, executors, administrators, successors, and assigns of the Parties. i. No Third-Party Beneficiary. This Agreement is made solely for the benefit of the Parties and their respective heirs, devisees, executors, administrators, successors, and assigns, and no other person or entity may have or acquire any right by virtue of this Agreement. j. Electronic Signature Provision. Electronic signatures may be used in place of original signatures on this Agreement. Each Party intends to be bound by the signatures on the electronic document, is aware that the other Parties will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature. All Parties must sign the document electronically. k. Execution in Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be an original; and all such counterparts shall together constitute one and the same instrument.