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7.1.B. - Page 18 <br /> 33. Severability. If any provision of this Agreement is held, to any extent, invalid, the <br /> remainder 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 /> 34. Entire Agreement. The terms and conditions of this Agreement constitute the entire <br /> agreement between City and Developer with respect to the matters addressed in this Agreement. This <br /> Agreement may not be altered,amended or modified without the written consent of all parties hereto. <br /> 35. Governing Law;Venue. This Agreement shall be construed and enforced in accordance <br /> with the laws of the State of California,without reference to choice of law provisions. Any legal actions <br /> under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of <br /> California. <br /> 36. Authority. Each party executing this Agreement on behalf of a party represents and <br /> warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind <br /> and if such party is a partnership,corporation or trustee,that such partnership,corporation or trustee has <br /> full right and authority to enter into this Agreement and perform all of its obligations hereunder. <br /> 37. Time is of the Essence. Time is of the essence of this Agreement and of each and every <br /> term and condition hereof. <br /> 38. Runs with the Land; Recordation. This Agreement pertains to and shall run with the <br /> Property. Upon execution, this Agreement shall be recorded in the Official Records of San Mateo <br /> County. Upon completion of performance and satisfaction by Developer of its obligations under this <br /> Agreement, including warranty obligations, a written statement shall be recorded by City in the Official <br /> Records of San Mateo County terminating this Agreement and releasing all of the Property. The recorded <br /> written statement does not release the parties from obligations that survive termination of the Agreement, <br /> including indemnification. <br /> [Signature Page Follows] <br /> REV:02-20-15 VR <br /> Page 12 of21 <br /> ATTY/AGR.2015.034/SunCap Redwood LLC(IA) <br />