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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. Severabilitv. 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 />and authority to enter into this Agreement and perform all of its obligations <br />hereunder. <br />h. No_Agencv Relationship. Neither Developer nor any of Developer's <br />agents, contractors or subcontractors are or will be considered to be agents of City <br />in connection with the performance of any of Developer's obligations under this <br />Agreement. <br />i. Attorneys' Fees and Costs. Either party may bring a lawsuit to <br />enforce or require performance of the terms of this Agreement, and the prevailing <br />party in such suit or proceeding will be entitled to recover from the other party's <br />reasonable costs and expenses, including attorneys' fees. <br />REV: 12-16-2020 PR <br />[Signature Page Follows] <br />ATTY/AGR.2020.300/One20th, LLC (120 EI Camino Real LMA) (Page 9 of 12) <br />