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6.1.D. - Page 14 <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. 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 the <br /> meaning hereof. <br /> c. Governing Law. 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. Severability. 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. Authority. 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 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 with the <br /> 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 require <br /> performance of the terms of this Agreement, and the prevailing party in such suit or proceeding shall be <br /> entitled to recover from the other party's reasonable costs and expenses,including attorneys'fees. <br /> [Signature Page Follows] <br /> ATTY/AGR12016.2571C&H HOLDING COMPANY,LLC-LMA <br /> REV:09-15-16 VR <br /> Page 6 of 7 <br />