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To the Developer: Classic RWC 1856,L.P. <br /> 1068 East Meadow Circle <br /> Pa10 Alto,California 94303 <br /> Attn: Adam Kates <br /> To the 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:City Attorney <br /> 17. MISCELLANEOUS. <br /> a. Entire A�reement. Amendments. This Agreement contains the entire <br /> understanding and agreement of the parties. This Agreement may be altered,amended or modified only by <br /> an instrument in writing,executed by the Parties to this Agreement. <br /> b. Para�raph Headings. Paragraph headings as used herein are for convenience only <br /> and shall not be deemed to be a part of such paragraphs and shall not be construed to change the meaning <br /> hereof. <br /> c. Governin�Law. This Agreement sha11 be construed and governed in accordance <br /> with the laws of the State of California. Venue sha11 be the County of San Mateo. <br /> d. Counterparts. This Agreement may be executed in any number of counterparts <br /> which together shall constitute the contract of the Parties. <br /> e. Exhibits. Any and a11 exhibits and schedules attached or to be attached hereto are <br /> hereby incorporated and made a part of the Agreement by reference. <br /> f. Severabilitv. If any term, provision, covenant or condition of this Agreement is <br /> held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the <br /> provisions shall remain in full force and effect. <br /> g. Authori . Each person executing this Agreement on behalf of a party represents <br /> and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to <br /> bind and if such party is a partnership,corporation or trustee,that such partnership, corporation or irustee <br /> has full right and authority to enter into this Agreement and perform a11 of its obligations hereunder. <br /> h. No A ency Relationshi�.Neither the Developer nor any of the Developer's agents, <br /> contractors or subcontractors aze or shall be considered to be agents of City in connection with the <br /> performance of any of the Developer's obligations under this Agreement. <br /> i. Attornevs'Fees and Costs. Either party may bring a lawsuit to enforce or require <br /> performance of the terms of this Agreement, and the prevailing party in such suit or proceeding shall be <br /> entitled to recover from the other party's reasonable costs and expenses,including attorneys'fees. <br /> [Signature Page FollowsJ <br /> ATTY/AGR/2014.086/RWC 1856—755 BREWSTER(LMA) <br /> REV:06-0414 VR <br /> Page 6 of 9 <br />