Agmt24 R&M Properties - Reimbursement Agreement

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REV: 12-22-23 VR venture or partnership between them, and agree that nothing contained herein or in any document executed in connection therewith shall be construed as making City and Developer joint venturers or partners. Section 5.05. Notices. Any notice or communication required hereunder between the Parties must be in writing. Such notices or communications shall be given to the Parties at their addresses set forth below: CITY: City Manager City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Telephone: 650-780-7300 Facsimile: 650-780-7225 with copies to: City Attorney City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Telephone: 650-780-7200 Facsimile: 650-780-5963 DEVELOPER: R&M Properties Attention: Steve Reller 664 Gilman Street Palo Alto, CA 94301 Telephone: 650-533-7020 Section 5.06. Severability. If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement, or the application of this Agreement to other situations, shall continue in full force and effect unless amended or modified by mutual consent of the Parties. Notwithstanding the foregoing, if any material provision of this Agreement, or the application of such provision to a particular situation, is held to be invalid, void or unenforceable, either City or Developer may (in their sole and absolute discretion) terminate this Agreement according to the provisions of Section 5.03. Section 5.07. Assignment and Transfer. Neither Party shall assign or transfer this Agreement without the prior written consent of the other. Section 5.08. Indemnification; Cooperation in Event of Challenge; Limitation of Remedies. (a) Developer Processing Challenge. A “Developer Processing Challenge” is any claim, demand, proceeding, application, petition, complaint or action filed, brought or otherwise commenced by Developer to review, challenge, set aside, modify, overturn, supersede or annul City’s review, evaluation, consideration, processing, or disposition of or decisions ATTY/AGR.2023.320/R&M Properties (1800 Broadway) (Page 5 of 8)