RecDoc 2019-026562 Creekside trail mntn 707 Bradford

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laws. Any action to enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo County, California or in the Federal District Court for the Northern District of California. 17.3 Non -Liability of City Officials, Employees and Agents. No member, official, employee or agent of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount which may become due to the Developer or its successor or on any obligation under the terms of this Agreement. 17.4 Waivers; Modification. No waiver of any breach of any covenant or provision of this Agreement shall be deemed a waiver of any other covenant or provision hereof, and no waiver shall be valid unless in writing and executed by the waiving Party. This Agreement may be amended, modified, or terminated only by a written instrument executed by the Parties or their successors and assigns, evidenced by a document that has been fully executed, acknowledged, and recorded in the Official Records. 17.5 Headings; Interpretation. The section headings and captions used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 17.6 Action or Approval. Whenever action and/or approval by City is required under this Agreement, the City Manager or the City Manager's designee may act on and/or approve such matter unless specifically provided otherwise, or unless the City Manager determines that such action or approval requires referral to the City Council for consideration. 17.7 Entire Agreement. This Agreement, together with the DDA, contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings, representations or statements between the Parties with respect to the subject matter hereof. 17.8 Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in fill force and effect unless an essential purpose of this Agreement is defeated by such invalidity or unenforceability. 17.9 Parties Not Co -Venturers; Independent Contractor; No Agency Relationship. Nothing in this Agreement is intended to or shall establish the Parties as partners, co -venturers, or principal and agent with one another. The relationship of Developer and City shall not be construed as a joint venture, equity venture, partnership or any other relationship. City neither undertakes nor assumes any responsibility or duty to Developer (except as expressly provided in this Agreement or the DDA) or to any third party with respect to the Project or the Property. Developer and its employees and contractors are not employees of City but rather are, and shall always be, considered independent contractors. Furthermore, Developer and its employees and contractors ATN/AGR/2019.062/MP BRADFORD ASSOCIATES, L.P.,-CREEKSIDE TRAIL IMPROVEMENT AGREEMENT REV: 03-20-19 PR Page 7 of 11