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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. Paraeranh 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. 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. Authority. Each person executing this Agreement on behalf of a parry represents <br />and wan -ants 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 Relationshin. 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. Attomevs' 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 />REV: 01-25-17 PR <br />Page 6 of 9 <br />ATTY/AGR.2017.013/2215 EI Camino Real - LMA <br />