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8.A. - Page 97 of 154 <br />With Copy to: Cox, Castle & Nicholson <br />Attn: Christian Cebrian <br />50 California Street, Suite 3200 <br />San Francisco, CA 94111 <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 with respect to the subject <br />matter hereof. This Agreement may be altered, amended or modified only by an <br />instrument in writing, executed by the Parties to this Agreement. All recitals set <br />forth above are incorporated by 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 thereof. <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: 01-20-2021 PR <br />ATTYIAGR.2021.008I1548 Maple LLC (Page 9 of 29) 309 <br />