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REV: 03-16-23 JB <br />Section 5.04. No Agency, Joint Venture or Partnership. It is understood that Developer is <br />not an agent of City. City and Developer hereby renounce the existence of any form of joint <br />venture or partnership between them and agree that nothing contained herein or in any document <br />executed in connection therewith shall be construed as making City and Developer joint venturers <br />or partners. <br />Section 5.05. Notices. Any notice or communication required hereunder between the <br />Parties must be in writing. Such notices or communications shall be given to the Parties at their <br />addresses set forth below: <br />CITY: City Manager <br />City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Telephone: 650-780-7300 <br />Facsimile: 650-780-7225 <br />with copies to: City Attorney <br />City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Telephone: 650-780-7200 <br />Facsimile: 650-780-5963 <br />DEVELOPER: IQHQ-10 Twin Dolphin, LP <br />Attention: Justine Nielsen, SVP, Development <br />674 Via De La Valle, Suite 206, <br />Solana Beach, CA 92075 <br />(310) 486-8361 <br />jnielsen@iqhqreit.com <br />Section 5.06. Severability. If any term or provision of this Agreement, or the application <br />of any term or provision of this Agreement to a particular situation, is held by a court of competent <br />jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this <br />Agreement, or the application of this Agreement to other situations, shall continue in full force and <br />effect unless amended or modified by mutual consent of the Parties. Notwithstanding the <br />foregoing, if any material provision of this Agreement, or the application of such provision to a <br />particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in <br />their sole and absolute discretion) terminate this Agreement according to the provisions of Section <br />5.03. <br />Section 5.07. Assignment and Transfer. Neither Party shall assign or transfer this <br />Agreement without the prior written consent of the other. <br />Section 5.08. Indemnification; Cooperation in Event of Challenge; Limitation of <br />Remedies. <br />ATTY/AGR.2023.054/IQHQ - 10 Twin Dolphin, LP (10 Twin Dolphin Drive) (Page 5 of 8)