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II <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 /> [Signatures on Following Page] <br /> ATTY/AGR/2016.158/CENTRUM OWNERS ASSOCIATION-LMA <br /> REV: 06-22-1615 <br /> Page 9 of 10 <br />