Agmt23 557 East Bayshore Road Settlement Agreement

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ATTY/AGR/SETTLEMENTS/2023/SETTLEMENT AGREEMENT - 557 E. BAYSHORE ROAD REV: 05-17-23 JB #216638140_v1 12 (l) Further Cooperation. Each Party shall take all further actions and execute and deliver all further instruments as may be reasonably necessary or appropriate to carry out the intent and to fulfill the provisions of this Agreement and effectuate and implement the Project consistent with the Permits, including the prompt processing and issuance of all necessary building permits for the Project. Without limiting the preceding sentence, the Parties shall reasonably cooperate in the defense of any third party suit or action challenging City’s approval or execution of this Agreement or the validity or enforceability of this Agreement, subject to the provisions of Section 6(c) above. (m) Rights Cumulative. Except as otherwise expressly provided herein, all rights and remedies hereunder of each of the Parties shall be cumulative, and the exercise of one or more rights or remedies will not preclude the exercise of any other right or remedy available under this Agreement or applicable law. (n) Assignment; Binding on Successors. Each and every Developer Entity may, without the necessity of any consent or approval by City, assign or transfer this Agreement and all or any portion of its respective rights and obligations hereunder to any other entity or person (“Assignment”). Without limiting the preceding sentence, each and every Developer Entity may make an Assignment to any lender for purposes of security (a “Mortgage”). Upon Developer’s or any such lender’s request, City agrees to cooperate with Developer and any such lender as may be reasonably necessary to effectuate a Mortgage. No breach hereof shall defeat, render invalid, diminish or impair the lien of any Mortgage. This Agreement, and all provisions thereof, shall insure to the benefit of, and be binding upon, the Parties and their respective successors, assigns, and legal representatives. (o) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures may be delivered by facsimile transmission or by Email in a portable document format(pdf). (p) Effectiveness. Notwithstanding any provision herein to the contrary, this Agreement shall not become effective or binding unless and until signed and delivered by all Parties. Subject to the preceding sentence, the “Effective Date” of this Agreement shall be the date set forth in the first paragraph of this Agreement. (q) Electronic Signatures. If all Parties agree, 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. After all Parties agree to the use of electronic signatures, all Parties must sign the document electronically. [Signatures on following pages]