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i 6.1.J. - Page 14 recognized ove�night caurier service, or £'ive (5) days after depasit in the United States mail, certi£'ied or registered,return receipt requested,with postage prepaid, addressed as follows: To the Developer: Urban Housi�g Redwood City LLC 777 California St. �alo Alto California Attn: General Counsel To tha City: City o�R�dwood City 1017 Middlefield Road Redwood City,Caiifort�ia 94063 Attn: City Manager Witl�a copy to: City of Redwood City 1017 Middlefield Road ReCiWOOCI Cl�, California 94063 Attn: City Attorney 31. Assi�nment bv Developer. Develaper may assign zts obligatio�s under this Agreement only with the prior written approval of the City, which consent shall not be unreasonably withheld or delayed. Developer's request to assign tha Agreement to a developer with experience and �'iraancial capability which is substantiatly similar to Developer's shall be deemed to be reasonable. In conneetion v�+ith any such assignment, Developer and its assignee shall execute and deliver to City a written assigntnent and ass�mptian agreement x•ecarded against the Property i� a for�ta be agreed upon between Developer and City, which shall among other things release Developer of its obligations under this Agree�ent after the date of the assigz�ment. 32. Binding Upon Heirs, Successors and Assi�s. The terms, covenants and canditions of tl�is Agreement shall be binding upon all he�rs,successors and assigns of the parties hereto. 33. �terpre#ation, The word "including" shall be construed as if followed by the words "without limitation." All exhibits and attachments to this Agreement a�•e incorporated by reference as though ful�y restated herein. This Agreement sha11 be interprated as though prepared jointly by both parties, Seotion headings in tt�is Agreement are for convenience only and are not i�tended to be used in interpreting or construing the terms,covenants or canditions cor�tained in this Agreernent. 34. Severabilitv. If any provision of this Agreement is he�d, to ar�y exter�t, invalid, the remainder of this Agreement shal�not be affected, except as necessarily required by the invalid provision, and skall remain in fu11 farce and effect. 35. Entire A�reement. The �errns and conditions of tnis Agreement constituta the entire agreement between City and Developer with respect to the maEters addressed in this Agreement. This Agreezz�ent�nay not be altared, amended or modified vvithout the written consent of all parties hereto. 36. Gove��nin�Law; Venus. TF�is Agreement shall be construed and enforced in accordance with the laws of the State o�Califoznia,without re�erence to choice of law pravisions. Any legal actions under this Agreement shaIl be brought only in the Superior Cour� of the County of San Mateo, State of Califaz-inia. ATTYIACC2f2012.065i2580 ECR(l1RBAN HOlJ51i�G)SUBbIVIS10(V INlPF20VEMENT RGF2��RIlEN7 R�V:f16-05-12 VR Page 11 of 16