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recognized overnight courier service, or five(5) days after deposit in the United States mail,certified or <br /> registered,return receipt requested,with postage prepaid,addressed as follows: <br /> To the Developer: Urban Housing Redwood City LLC <br /> 777 California St. <br /> Palo Alto California <br /> Attrx:General Counsel <br /> To tha CiTy: City of Redwood City <br /> 1017 Middlefield Road <br /> Redwood City,California 94063 <br /> Attn:City Manager <br /> With a copy to: City of Redwood City <br /> 1017 Middlefield Road <br /> Redwood City,California 94063 <br /> Attn:Gity Attorney <br /> 31. Assi n ient by Developer. Developer may assign its obligations under this Agreement <br /> only with the prior written approval of the City, which eonsent shall not ba unreasonably withheld or <br /> delayed. Developer's requast to assign the Agreament to a developar with experiance and financial <br /> oapability which is substan#iatly similar to Developer's sha11 be deemed to be reasonable. In connection <br /> with any such assi�nment, Developer and its assignee shall execute and deliver to City a written <br /> assignment and assumption agreement recorded against the Property in a forxn to be agreed upon between <br /> Developer and City, which sha11 among other things release Developer of its obligations under this <br /> Agreement after the date of the assignnnent. <br /> 32. Binding IIpon Heirs, Successors and Assi�ns, The terms, covanants and conditions of <br /> this Agreement sha11 be binding upon all heirs,successors and assigns of the parties hereto. <br /> 33. Interaretation. The word "including" shall be construed as if followed by the words <br /> "withouf limita.tzon." All exhibits and attachments to this Agreement are incorporated by reference as <br /> though fully restated herein. This Agreement shall be interpreted as though prepared jointly by both <br /> partias, Section headings in this Agreement are for convenience only and are not intended to be used in <br /> intsrpreting or construing the terms,covenants or conditions contained in this Agreemant. <br /> 34. Severabilitv. If any provision of this Agreement is held, to any extent, invalid, the <br /> ramainder of this Agreement shall not be affected,except as necessarily required by the invalid provision, <br /> and shall remain in full force and effect. <br /> 35. Entire Agreement The terms and conditions of this Agreament constitute tha entire <br /> agreernent between City and Developer with respect to the matters addressed in this Agreemant. This <br /> Agreement rn.ay not be aitered,amended or modified without the written consent of a11 parties hareto. <br /> 36. Govei�nin�Law;Venue. This Agreement shall be construed and enforced in accordance <br /> wifih the laws of the S#ate of California„without reference to choice of law pravisions. Any legal actions <br /> under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of . <br /> Califorx�ia. <br /> ATTY/AGR/2612.065/258a ECR(URBAN HOUSING)SUBDIVISIOl1 IMPf20VEMEN7 AGREEMEN7 <br /> REV:06-05-92 VR <br /> Page 11 of 16 <br />