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Page 11 of 13 <br />ATTY/AGR/2022.014.07/TRI-PARTY AGREEMENT <br />REV: 01-25-2022 VR <br />Owner:City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Attn: Assistant City Manager <br />Email: akhojikian@redwoodcity.org <br />with a copy to:City of Redwood City <br />Attn: City Attorney <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Email: vramirez@redwoodcity.org <br />County:County of San Mateo <br />555 County Center, 4th Floor <br />Redwood City, CA 94063 <br />Attn: Don Grady, Real Property Manager <br />Email: dgrady@smcgov.org <br />with a copy to:County of San Mateo, Office of the County Counsel <br />400 Country Center <br />Redwood City, CA 94063 <br />Attn: Timothy Fox, Deputy County Counsel <br />Email: tfox@smcgov.org <br />10. Conflicts with City County Leaseback Agreement.In the event of any conflict between <br />the terms of the Leaseback Agreement between City and County dated on or about the <br />date hereof and this Demolition Agreement, the terms of this Demolition Agreement shall <br />control. <br />11. Miscellaneous.This Demolition Agreement may be executed in one or more <br />counterparts. The Recitals and Exhibits hereto, and defined terms therein, are <br />incorporated into this Demolition Agreement by this reference. Except for the <br />Development Agreement, Subdivision Improvement Agreement and Tri-Party Agreement <br />(if and to the extent otherwise applicable), this Demolition Agreement contains all the <br />parties’ agreements regarding the subject matters herein, and supersedes any previous <br />negotiations or agreements, oral or written relating thereto. This Demolition Agreement <br />shall be construed and enforced in accordance with the laws of the State of California, <br />without reference to choice of law provisions. Any legal actions under this Demolition <br />Agreement shall be brought only in the Superior Court of the County of San Mateo, State <br />of California. This Demolition Agreement shall be interpreted as though prepared jointly <br />by all parties, the parties agree that each party and its respective counsel have reviewed <br />and approved this Demolition Agreement, and that any rule of construction to the effect <br />that ambiguities are to be resolved against the drafting party shall not apply in the <br />interpretation of this Demolition Agreement. This Demolition Agreement may not be not <br />be altered or modified except by another writing signed by all parties. <br />12. Authority to Execute.Each person or entity executing this Demolition Agreement on <br />behalf of a party represents and warrants that such person is duly and validly authorized <br />to do so on behalf of the entity it purports to bind and if such person or entity is a