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15.Jurisdiction and Venue. Any action at law or in equity brought by either of the Parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Mateo, State of California, and the Parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 16. Paragraph Headings; Recitals. 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 thereof. The above recitals are incorporated by reference as though fully set forth herein. 17. Entire Agreement. This Agreement, together with any other written document referred to or contemplated by it, embody the entire agreement and understanding between the Parties relating to the subject matter of it. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both Parties. 18. Severability. The provisions of this Agreement will be severable and if any phrase, clause, section, subsection, paragraph, subdivision, sentence or provision is adjudged invalid or unconstitutional by a court of competent jurisdiction, or the applicability to any Property Owner is held invalid, this will not affect or invalidate the remainder of any phrase, clause, section, subsection, paragraph, subdivision, sentence or provision of this Agreement. 19. Covenant Running with the Land. This Agreement pertains to and runs with the Property in perpetuity, and will be recorded against the Property at Property Owner's expense. This Agreement binds the assigns and successors -in -interest of Property Owner. City and its successors and assigns, in the event of any breach of this Agreement, will have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other proper proceedings against Property Owner or its permitted successors and assigns to enforce the curing of such breach. 20. Assignment by Property Owner. Property Owner may assign its obligations under this Agreement only with City's prior written approval. In connection with any such assignment, Property Owner and its assignee will execute and deliver to City a written assignment and assumption agreement in a form reasonably acceptable to the City Attorney. 21. Release of Agreement. In the event that City determines that the stormwater treatment measure(s )located on the Property are no longer required, then City, at the request of Property Owner will execute a release of this Agreement, which Property Owner will record in the County Recorder's Office at Property Owner's expense. City reserves the option to record such release of this Agreement. The stormwater treatment measure(s) will not be removed from the Property unless such a release is so executed and recorded. 22. Attorneys' Fees. Should any legal action be brought by either party because of breach of this Agreement or to enforce any provision of this Agreement, the prevailing party will be entitled to all costs of suit, reasonable attorneys' fees and such other costs as may be determined by the court. REV: 09-25-2020 PR ATTY/AGR.2020.208/SF19A, LLC (Page 5 of 11)