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To the Developer: Habitat for Humanity Greater San Francisco <br />500 Washington Street, Suite 250 <br />San Francisco, CA 94111 <br />Attn: Maureen Sedonaen <br />Willi a copy to: Holland & Kni hg t LLP <br />50 California Street, Suite 2800 <br />San Francisco CA 94111 <br />Attn: Tamsen Plume <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 Agreement, Amendments. This Agreement contains the entire <br />understanding and agreement of the parties. This Agreement may be altered, amended or modified only by <br />an instrument in writing, executed by the Parties to this Agreement. <br />b. Paragraph Headings. Paragraph headings as used herein are for convenience only <br />and shall not be deemed to be a part of such paragraphs and shall not be construed to change the meaning <br />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 agents, <br />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 />ATTY/AGR/2019.195/HABITAT FOR HUMANITY GREATER SAN FRANCISCO - LMA <br />REV: 06-28-19 PR <br />Page 6 of 7 <br />