Reso25-02 0024 PC Reso 901 El Camino Real

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Page 45 of 48 Los Angeles, California 90067 Attn: Stuart Graiwer Email: sgraiwer@gibsondunn.com With a copy to: Tamsen Plume, Esq. Holland & Knight LLP 560 Mission Street, Suite 1900 San Francisco, CA 94105 Section 13.6. Counterparts and Exhibits; Entire Agreement. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. This Agreement, together with the Project Approvals and attached Exhibits, constitutes the final and exclusive understanding and agreement of the Parties and supersedes all negotiations or previous agreements of the Parties with respect to all or any part of the subject matter hereof. Section 13.7 Recordation of Agreement; Escrow. Pursuant to California Government Code Section 65868.5, no later than ten (10) days after City and Developer enter into this Agreement, the City Clerk shall record this Agreement in the Official Records of the County of San Mateo against all Property subject to this Agreement, with the exception of the JPB Exchange Property. The Parties agree that in light of the JPB Exchange Agreement, the City and Developer, with written notice to JPB, will place this fully executed Agreement in the same escrow with the JPB Exchange Agreement with supplemental joint escrow instructions between the City, Developer and JPB to record this Agreement concurrent with the closing of the JPB Exchange Agreement that will create the JPB Exchange Property. Thereafter, if this Agreement is terminated, modified, or amended, the City Clerk shall record notice of such action in the Official Records of the County of San Mateo. Section 13.8 No Joint Venture or Partnership. It is specifically understood and agreed to by and between the Parties hereto that: A. The subject development is a private development; B. City has no interest or responsibilities for, or duty to, third parties concerning any public improvements until such time, and only until such time, that City accepts the same pursuant to the provisions of this Agreement or in connection with the various Project Approvals or Subsequent Approvals; C. Developer shall have full power over and exclusive control of the Project herein described, subject only to the limitations and obligations of Developer under the Project Approvals, this Agreement, the Subsequent Approvals, and Applicable Law; and D. City and Developer hereby renounce the existence of any form of agency relationship, joint venture, or partnership between City and Developer and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between City and Developer. Section 13.9 Waivers. Notwithstanding any other provision in this Agreement, any failures or delays by any Party in asserting any of its rights and remedies under this Agreement ATTY/RESO.0024/PC RESO 901 EL CAMINO REV: 04-11-25 VR