AgdaPkt 2020-02-10 Joint SA PFA - Laserfiche WebLink

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6.F. - Page 37 of 56 b. Paragraph Headings. Paragraph headings as used herein are for convenience only and will not be deemed to be a part of such paragraphs and will not be construed to change the meaning hereof. c. Governing Law. This Agreement will be construed and governed in accordance with the laws of the State of California. Venue will be the County of San Mateo. d. Counterparts. This Agreement may be executed in any number of counterparts which together will constitute the contract of the Parties. e. Exhibits. Any and all exhibits and schedules attached or to be attached hereto are hereby incorporated and made a part of this Agreement by reference. f. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions will remain in full force and effect. g. Authority. Each person executing this Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. h. No Agency Relationship. Neither Developer nor any of Developer's agents, contractors or subcontractors are or will be considered to be agents of City in connection with the performance of any of Developer's obligations under this Agreement. i. Attorneys' Fees and Costs. Either party may bring a lawsuit to enforce or require performance of the terms of this Agreement, and the prevailing party in such suit or proceeding will be entitled to recover from the other party's reasonable costs and expenses, including attorneys' fees. REV: 01-23-20 PR [Signature Page Follows] ATTY/AGR.2020.013/Valera Fooksman (Page 9 of 12) 170