Agmt20 Greystar GP II,LLC - 1306 Main Street

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ATTY/AGR/2020.257/REDWOOD CITY GREYSTAR PURCHASE AND SALE AGREEMENT 1306 MAIN STREET REV: 12-14-2020 VR Page 77 of 82 City: City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attn: City Manager With a copy to: City of Redwood City 1017 Middlefield Road Redwood City, CA 94063 Attn: City Attorney And: Goldfarb & Lipman LLP 1300 Clay Street, 11th Floor Oakland, CA 94612 Attn: Karen Tiedemann Owner: GS HIP 1304 ECR Owner, LP, a California limited partnership __________________ __________________ With copy to: ____________________ ____________________ 21. Time. In all matters under this Agreement, the Parties agree that time is of the essence. References in this Agreement to days shall be to calendar days. If the last day of any period to give or reply to a notice, meet a deadline or undertake any other action occurs on a day that is not a day of the week on which the City of Redwood City is open to the public for carrying on substantially all business functions (a "Business Day"), then the last day for giving or replying to such notice, meeting such deadline or undertaking any such other action shall be the next succeeding Business Day. In no event shall a Saturday or Sunday be considered a Business Day. 22. Entire Agreement. This Agreement, in conjunction with the Purchase Agreement (to the extent applicable), constitutes the sole understanding of the Parties with respect to the subject matter of this Agreement, and may not be amended or modified except in writing signed by the Parties. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party (including, but not limited to Civil Code Section 1654, as may be amended from time to time) shall not apply to the interpretation of this Agreement. 23. Conflict Among Documents. In the event of any conflict between the terms of this Agreement, and the terms of the Purchase Agreement, the terms of this Agreement shall control. 24. No Waiver. Neither the failure of the City to insist upon strict performance of any of the covenants and agreements of this Agreement, nor the failure by the City to exercise any rights or remedies granted to the City under the terms of this Agreement shall be deemed a waiver or relinquishment of: (i) any covenant contained in this Agreement, or of any of the rights or remedies of the City under this Agreement; or (ii) the right in the future of the City to insist upon