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13.8 Headinp-s; Construction; Statutory References. The headings of the sections and <br />paragraphs of this Agreement are for convenience only and shall not be used to interpret this <br />Agreement. The language of this Agreement shall be construed as a whole according to its fair <br />meaning and not strictly for or against any Party. All references in this Agreement to particular <br />statutes, regulations, ordinances or resolutions of the United States, the State of California, or the <br />City of Redwood City shall be deemed to include the same statute, regulation, ordinance or <br />resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may <br />thereafter govern the same subject. <br />13.9 Time is of the Essence. Time is of the essence in the performance of this <br />Agreement. <br />13.10 Governing Law; Venue. This Agreement shall be construed in accordance with <br />the laws of the State of California without regard to principles of conflicts of law. Any action to <br />enforce or interpret this Agreement shall be filed and heard in the Superior Court of San Mateo <br />County, California or in the Federal District Court for the Northern District of California. <br />13.11 Attorneys' Fees and Costs. If any legal or administrative action is brought to <br />interpret or enforce the terms of this Agreement, the prevailing party shall be entitled to recover all <br />reasonable attorneys' fees and costs incurred in such action. <br />13.12 Severability. If any provision of this Agreement is held invalid, illegal, or <br />unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of <br />the remaining provisions shall not be affected or impaired thereby. <br />13.13 Entire Agreement, Exhibits. This Agreement, together with the other City <br />Documents contains the entire agreement of Parties with respect to the subject matter hereof, and <br />supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibits <br />A through F, attached hereto are incorporated herein by this reference. <br />13.14 Counterparts. This Agreement may be executed in multiple counterparts, each of <br />which shall be an original and all of which together shall constitute one agreement. <br />SIGNATURES ON.FDLLOWING PAGES <br />SF #4821-4436-6284 v2 <br />1619\01\3064651.1 <br />REV: 05-19-2021 SK <br />