Parking Covenant Redwood City Partners,LLC

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and Agreement shall be of no force and effect. This Parking Covenant and Agreement may be amended only by a subsequent document in writing, signed by the party to be charged. 4.2 Approvals. Approvals and consents required of City hereunder shall not be unreasonably withheld, and City's approval or disapproval shall be given within the times set forth in this Agreement, or if no time is given, within thirty (30) days after request therefore. The failure of City to approve or disapprove within such time limits shall be deemed an approval. 4.3 Attorneys' Fees. In the event of any action or proceeding relating to this Parking Covenant and Agreement or any breach thereof, the prevailing Party shall be entitled to recover from the non -prevailing Party, in addition to all other relief available to it, its reasonable attorneys' fees and costs. 4.4 Binding Effect. This instrument shall be binding on and shall inure to the benefit of Developer and City, and their respective permitted successors, assigns, heirs, executors and administrators, and shall run with the land comprising the Public Parking and the Site, and be binding upon all successor owners, lessees and mortgagees of the Site, and inure to the benefit of all successor owners of the Site and their mortgagees. 4.5 City Manager's Authority. The City Manager is hereby given the authority, on behalf of the City, to approve minor, non -substantive amendments to this Parking Covenant and Agreement, and to give, condition or withhold the City's approvals as described herein, all without the need to return to the City's governing board for approval or ratification. 4.6 Subordination. At Developer's request from time to time, the City shall sign such documents as may be requested by Developer, to confirm that the City's rights under this Parking Covenant and Agreement, are subject and subordinate to other encumbrances on the Site including, without limitation, deeds of trust and declarations of covenants, conditions, restrictions and reciprocal easements; provided, however, that as a condition of signing any document, the City shall be provided an agreement from the holder of the senior encumbrance that, except in the case of an Event of Default on the part of the City, the City's rights under this Parking Covenant and Agreement including, without limitation, the Parking Covenant, shall not be disturbed. [Signatures on following pages] ATTY/AGR/2013.203/CD-PARKING COVENANT & AGREEMENT REV: 10-16-13 VR Page 9 of 16