RecDoc2025-046781 Development Fee Deferral Agreeement 1634 Brewster Ave. Holding LLC.

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legal counsel represent Indemnified Parties in any such proceeding. Notwithstanding the foregoing, Developer shall not be obligated to indemnify and hold the Indemnified Parties harmless from liability from liabilities, claims, losses, damages, costs, and expenses arising from the active negligence or willful misconduct of Indemnified Parties or their agents and employees. This indemnification shall not terminate upon expiration or earlier termination of this Agreement, but shall survive any and all applicable statutes of repose. 13. Attorneys' Fees. If any actions or proceeding is instituted by either party to interpret, challenge, enforce or which relates in any other way to this Agreement, the prevailing party is entitled to reasonable attorneys' fees and costs in addition to any other relief adjudged by the court. 14. Notices. Any notices relating to this Agreement are to be given in writing and deemed sufficiently given and served for all purposes when delivered personally, by facsimile or by generally recognized overnight courier service, or five (5) days after deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, addressed as follows: City: City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attention: City Manager Phone No. (650) 780-7000 Facsimile No. (650) 780-7225 Developer: 1634 Brewster Ave Holding, LLC 1337 Katherine Ave Redwood City, CA 94062 Attention: Dan Lewin, SE Phone No: (650) 644-6416 Either Party may change its address for purposes of this section by giving the other Party written notice of the new address in the manner set forth above. 15. Entire Agreement. This Agreement, including these pages, all exhibits, and all documents incorporated by reference herein, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of the parties concerning the subject matter contained herein, written or oral. 16. Amendment. No change, modification, addendum or amendment to any provision of this Agreement shall be valid unless executed in writing by each party hereto. 17. Signatures. The individuals executing this Agreement represent and warrant that they have the right, power, legal capacity, and authority to enter into and to execute this Agreement on behalf of their respective legal entities. This Agreement may be executed in multiple originals, each of which is deemed to be an original. 18. Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute a single binding instrument. REV: 08-06-25 VR (Signature page follows) ATTY/AGR.2025.203/1634 Brewster Ave Holding, LLC (Page 4 of 10)