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32. Interpretation. The word "including" shall be construed as if followed by the words <br />"without limitation." All exhibits and attachments to this Agreement are incorporated by reference as <br />though fully restated herein. This Agreement shall be interpreted as though prepared jointly by both <br />parties. Section headings in this Agreement are for convenience only and are not intended to be used in <br />interpreting or construing the terms, covenants or conditions contained in this Agreement. <br />33. Severability. If any provision of this Agreement is held, to any extent, invalid, the <br />remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, <br />and shall remain in full force and effect. <br />34. Entire Agreement. The terms and conditions of this Agreement constitute the entire <br />agreement between City and Butler with respect to the matters addressed in this Agreement. This <br />Agreement may not be altered, amended or modified without the written consent of all parties hereto. <br />35. Governing Law: Venue. This Agreement shall be construed and enforced in accordance <br />with the laws of the State of California, without reference to choice of law provisions. Any legal actions <br />under this Agreement shall be brought only in the Superior Court of the County of San Mateo, State of <br />California. <br />36. Authority. Each party executing this Agreement on behalf of a party represents and <br />warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind <br />and if such parry is a partnership, corporation or trustee, that such partnership, corporation or trustee has <br />full right and authority to enter into this Agreement and perform all of its obligations hereunder. <br />37. Time is of the Essence. Time is of the essence of this Agreement and of each and every <br />term and condition hereof. <br />38. Joint and Several Liability. The parties agree that Developer and Contractor shall be <br />jointly and severally liable under this Agreement. <br />39. Runs with the Land: Recordation. This Agreement pertains to and shall ran with the <br />Property. Upon execution, this Agreement shall be recorded in the Official Records of San Mateo <br />County. Upon completion of performance and satisfaction by Developer of its obligations under this <br />Agreement, including warranty obligations, a written statement shall be recorded by City in the Official <br />Records of San Mateo County terminating this Agreement and releasing all of the Property. The recorded <br />written statement does not release the parties from obligations that survive termination of the Agreement, <br />including indemnification. <br />[Signature Page Follows] <br />ATTY/AGR/2017.029/1629 MAIN STREET—SUBDIVISION IMPROVEMENT <br />REV: 02-06-17 PR <br />Page 12 of 27 <br />