Reso PC22-09 0083 PC Reso Recommending General Plan Amendment Approval Harbor View Project

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Exhibit E-3 ATTY/AGR/2022.389/HARBOR VIEW PROJECT DEVELOPMENT AGREEMENT REV: 10-28-2022 VR 5. Governing Law; Venue. This Assignment shall be interpreted and enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws. Any action to enforce or interpret this Assignment shall be filed and litigated exclusively in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. 6. Entire Agreement/Amendment . This Assignment constitutes the entire agreement among the Parties with respect to the subject matter hereof, and supersedes all prior written and oral agreements with respect to the matters covered by this Assignment. This Assignment may not be amended except by an instrument in writing signed by each of the Parties. 7. Further Assurances. Each Party shall execute and deliver such other certificates, agreements and documents and take such other actions as may be reasonably required to consummate or implement the transactions contemplated by this Assignment and the DA. 8. Successors and Assigns. Subject to the restrictions on transfer set forth in the DA, this Assignment and all of the terms, covenants, and conditions hereof shall extend to the benefit of and be binding upon the respective successors and permitted assigns of the Parties. 9. Rights of City. All rights of City under the DA and all obligations to City under the DA which were enforceable by City against Assignor [with respect to the Transferred Property] prior to the Assignment Effective Date shall be fully enforceable by City against Assignee from and after the Assignment Effective Date. 10. Rights of Assignee. All rights of Assignor and obligations to Assignor under the DA which were enforceable by Assignor against City [with respect to the Transferred Property] prior to the Assignment Effective Date shall be fully enforceable by Assignee against City from and after the Assignment Effective Date. 11. Attorneys’ Fees. In the event of any litigation pertaining to this Assignment, the losing party shall pay the prevailing party’s litigation costs and expenses, including without limitation reasonable attorneys’ fees. 12. City Consent; City is a Third-Party Beneficiary. City’s countersignature below is for the limited purposes of clarifying that there is privity of contract between City and Assignee with respect to the DA. The City is an intended third-party beneficiary of this Assignment, and has the right, but not the obligation, to enforce the provisions hereof. 13. Recordation. Assignor shall cause this Assignment to be recorded in the Official Records of San Mateo County, and shall promptly provide conformed copies of the recorded Assignment to City and Assignee. 14. Address for Notices. Assignee’s address for notices, demands and communications under Section 14.5 of the DA is as follows: _______________________ _______________________