RecDoc2023-063039 STMMA Broadway Plaza

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Except as otherwise stated, all notices to be provided or that may be provided under this Agreement must be in writing and delivered by regular and certified mail, return receipt requested. Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 15.Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 16. Paragraph Headings: Recitals. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning thereof. The above recitals are incorporated by reference as though fully set forth herein. 17. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it, embody the entire agreement and understanding between the Parties relating to the subject matter of it. Neither this Agreement nor any of its provisions may be amended, modified, waived, or discharged except in a writing signed by both Parties. 18. Severability. The provisions of this Agreement will be severable and if any phrase, clause, section, subsection, paragraph, subdivision, sentence, or provision is adjudged invalid or unconstitutional by a courtof competent jurisdiction, orthe applicability to any Developer is held invalid, this will not affect or invalidate the remainder of any phrase, clause, section, subsection, paragraph, subdivision, sentence or provision of this Agreement. 19. Covenant Running with the Land. This Agreement pertains to and runs with the Property in perpetuity and will be recorded against the Property at Developer's expense. This Agreement binds the assigns and successors -in -interest of Developer. Subject to the terms and conditions set forth in Section 20 below, City and its successors and assigns, in the event of any breach of this Agreement, will have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings against Developer or its permitted successors and assigns to enforce the curing of such breach. 20. Assignment by Developer. Developer may assign its obligations under this Agreement only with City Manager's prior written approval. In connection with any such assignment, Developer and its assignee will execute and deliver to City a written assignment and assumption agreement in a form reasonably acceptable to City. City agrees and acknowledges that the form attached hereto as Exhibit "D" is an acceptable form of assignment and assumption agreement (provided, however, that City shall not unreasonably withhold approval to other forms of assignment and assumption REV: 4-12-2023 SK ATTY/AGR.2023.072/SI XX, LLC (Broadway Plaza STMMA) (Page 7 of 55)