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ATTY/AGR/2016.158/CENTRUM OWNERS ASSOCIATION-LMA <br />REV: 06-22-16 JS <br /> <br />Page 9 of 10 <br />(b) Paragraph Headings. 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 <br />the meaning hereof. <br />(c) Governing Law. This Agreement shall be construed and governed in <br />accordance 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 <br />counterparts which together shall constitute the contract of the Parties. <br />(e) Exhibits. Any and all exhibits and schedules attached or to be attached <br />hereto are hereby incorporated and made a part of the Agreement by reference. <br />(f) Severability. If any term, provision, covenant or condition of this <br />Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the <br />remainder of the provisions shall remain in full force and effect. <br />(g) Authority. Each person executing this Agreement on behalf of a party <br />represents and warrants that such person is duly and validly authorized to do so on behalf of the <br />entity it purports to bind and if such party is a partnership, corporation or trustee, that such <br />partnership, corporation or trustee has full right and authority to enter into this Agreement and <br />perform all of its obligations hereunder. <br />(h) No Agency Relationship. 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 <br />with the performance of any of the Developer’s obligations under this Agreement. <br />(i) Attorneys’ Fees and Costs. Either party may bring a lawsuit to enforce or <br />require performance of the terms of this Agreement, and the prevailing party in such suit or <br />proceeding shall be entitled to recover its reasonable costs and expenses, including reasonable <br />attorneys’ fees, from the non-prevailing party. <br /> <br />[Signatures on Following Page] <br /> <br />6.1.K. - Page 42