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6.D. - Page 68 of 108 <br />To Developer: 353 Main Street Apartments, LP <br />c/o ROEM West, Inc. <br />1650 Lafayette Street <br />Santa Clara, CA 95050 <br />Attn: Drew Walstrum <br />To 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, Recitals. This Agreement contains <br />the entire understanding and agreement of the Parties. This Agreement may be <br />altered, amended or modified only by an instrument in writing, executed by the <br />Parties to this Agreement. All recitals set forth above are incorporated by <br />reference into this Agreement. <br />b. Paragraph Headings. Paragraph headings as used herein are for <br />convenience only and will not be deemed to be a part of such paragraphs and will <br />not be construed to change the meaning hereof. <br />C. Governing Law. This Agreement will be construed and governed in <br />accordance with the laws of the State of California. Venue will be the County of <br />San Mateo. <br />d. Counterparts. This Agreement may be executed in any number of <br />counterparts which together will constitute the contract of the Parties. <br />e. Exhibits. Any and all exhibits and schedules attached or to be <br />attached hereto are hereby incorporated and made a part of this Agreement by <br />reference. <br />f. Severability. If any term, provision, covenant or condition of this <br />Agreement is held by a court of competent jurisdiction to be invalid, void or <br />unenforceable, the remainder of the provisions will remain in full force and effect. <br />g. Authority. Each person executing this Agreement on behalf of a <br />party represents and warrants that such person is duly and validly authorized to <br />do so on behalf of the entity it purports to bind and if such party is a partnership, <br />corporation or trustee, that such partnership, corporation or trustee has full right <br />REV; 12-11-19 PR <br />ATTYIAGR.2019.312/Woodside Professional Center, LLC (Page 8 of 12) 206 <br />