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To the Developer: Hamilton&Winslow Properties,LLC <br /> 2055 Woodside Rd <br /> Redwood City,CA 94061 <br /> Attn: Robert Dean <br /> With a copy to: Grant,Genovese&Baratta,LLP <br /> 2030 Main Street,#1600 <br /> Irvine,CA 92614 <br /> Attn: Michael J.Genovese,Esq. <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 Agreement, Amendments. This Agreement contains the entire <br /> understanding and agreement of the parties. This Agreement may be altered,amended or modified only <br /> by an instrument in writing,executed by the Parties to this Agreement. <br /> b. Paragraoh Headin�s. Paragraph headings as used herein are for convenience <br /> only and shall not be deemed to be a part of such paragraphs and shall not be construed to change the <br /> meaning hereof. <br /> c. Governin�. This Agreement shall be construed and governed in accordance <br /> with the laws of the State of California. Venue shall 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 all 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 trustee <br /> has full right and authority to enter into this Agreement and perform all of its obligations hereunder. <br /> h. No Agency Relationsh�. Neither the Developer nor any of the Developer's <br /> agents,contractors or subcontractors are 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 /> REV:10-09-15 VR <br /> Page 6 of 7 <br /> ATTY/AGR.2015.225/Hamiiton&Winslow Properties, LLC <br />