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in the alternative, in cases where Federal jurisdiction is available, in the United States District Court for the Northern District of California. (b) Seller and City acknowledge that each Party and its counsel have reviewed and revised this Agreement and that the rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any document executed and delivered by either Party in connection with the transactions contemplated by this Agreement. The captions in this Agreement are for convenience of reference only and shall not be used to interpret this Agreement. (c) The defined terms in this Agreement shall apply equally to both the singular and the plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The term "person" includes individuals, corporations, partnerships, trusts, other legal entities, organizations and associations, and any government or governmental agency or authority. The words "include," "includes" and "including" shall be deemed to be followed by the phrase "without limitation." The words "approval," "consent" and "notice" shall be deemed to be preceded by the word "written." (d) The attachments and exhibits attached to this Agreement are made a part of this Agreement. (e) Unless there is a specific reference to business days in this Agreement (which shall refer to days other than Saturdays, Sundays and legal holidays), any reference to days in this Agreement shall be deemed to refer to calendar days. (f) Time is of the essence of this Agreement. (g) This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same agreement. (h) This Agreement may not be amended or modified except by a written instrument signed by Seller and City. (i) This Agreement, in conjunction with the Master Agreement, including all exhibits and amendments thereto, constitute the entire and integrated agreement between Seller and City relating to Seller's grant to City of the Levee Assets and supersedes all prior agreements, understandings, offers and negotiations, oral or written, with respect to the transfer of the Levee Assets. 0) From and after the date of this Agreement, Seller and City agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contemplated by this Agreement. OAK #4819-4834-1908 v20 Exhibit C Page 18