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recognized overnight courier service, or five (5) days after deposit in the United States mail, certified or <br />registered, return receipt requested, with postage prepaid, addressed as follows: <br />To the Developer: Butler Realty III, LLC <br />204 Franklin Street <br />Redwood City, CA 94063 <br />Attn: William L. Butler <br />To the City: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94063 <br />Attn: City Manager <br />With a copy to: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, California 94063 <br />Attn: City Attorney <br />17. MISCELLANEOUS. <br />a. Entire Aereement. 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. Paraerauh Headines. 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. Govemine 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. Countemarts. 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. Authori . 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 Aeencv Relationshi0. 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 />REV: 01-26-17 PR <br />Page 6 of 7 <br />ATTY/AGR.2017.017/1629 Main St - LMA <br />