AgdaPkt 2016-10-17 Closed and Special Joint SA PFA

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6.3.C. - Page 17 17. Entire Agreement; Interpretation. The recitals above and exhibits attached hereto are incorporated by reference as though fully restated herein and comprise part of this Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and no prior oral or written understanding shall be of any force or effect with respect to the matters covered herein. The titles to the sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. As used in this Agreement, masculine,feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word "including" shall be construed as if followed by the words "without limitation." This Agreement shall be interpreted as though prepared jointly by the Parties. The laws of the State of California, without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Agreement. 18. Severability. If any term, provision, condition, or covenant of this Agreement or its application to any Party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition, or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law. 19. Legal Advice. Each Party represents and warrants to the other the following: they have carefully read this Agreement, and in signing this Agreement, they do so with full knowledge of any right which they may have; they have received independent legal advice from their respective legal counsel as to the matters set forth in this Agreement, or have knowingly chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other Party, or its officials, officers, directors, agents, representatives, employees, or attorneys except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 20. Cooperation. Each Party agrees to cooperate with the other Party in consummating the transaction contemplated by this Agreement and, in that regard, to execute any and all documents which may be reasonably necessary, helpful, or appropriate to carry out the purposes and intent of this Agreement including, but not limited to, a Preliminary Change of Ownership Form to be filed with the County Assessor's Office and a FIRPTA certification setting forth City's address and federal tax identification number in accordance with and/or for the purpose of complying with the provisions of Sections 7701 and 1445 of the Internal Revenue Code of 1986, as amended. 21. Venue. City and Buyer agree that any controversy arising under or in relation to this Agreement shall be litigated exclusively in Superior Court for the County of San Mateo or the federal district court for the Northern District of California. City and Buyer each irrevocably consent to service, jurisdiction, and venue of such courts for any OAK#4848-221 1-8201 v3 Page 11 of 29 ATTYIAGR/2016.297/BUTLER MAIN STREET PURCHASE&SALE AGREEMENT FOR 4 REMNANT PROPERTIES REV:10-10-16 VR