Agmt23 557 East Bayshore Road Settlement Agreement

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ATTY/AGR/SETTLEMENTS/2023/SETTLEMENT AGREEMENT - 557 E. BAYSHORE ROAD REV: 05-17-23 JB #216638140_v1 11 Party in any action or proceeding to enforce or interpret this Agreement or otherwise arising out of or in connection with the subject matter hereof shall be entitled to recover from the non- prevailing Party its costs and expenses, including, but not limited to, reasonable attorneys’, experts’ and consultants’ fees and costs. This Section shall survive any termination of this Agreement. (f) Time of the Essence. Time is of the essence of this Agreement. All references hereunder to "days" shall refer to calendar days unless specifically provided otherwise. If the last day of any period within which any action is required to be taken hereunder falls on a non-business day, such period shall end on the next succeeding business day. (g) Governing Law; Forum. This Agreement is entered into and shall be governed by and construed in accordance with the laws of the State of California (without giving effect to its choice of law principles). The Parties agree that all suits or actions of any kind brought to interpret or enforce the terms of, or otherwise arising out of or relating to, this Agreement shall be filed and litigated solely in the state or federal courts in the County of San Mateo, California. Each Party hereby consents to the personal and subject matter jurisdiction of said courts. (h) Interpretation. All Parties have been represented by counsel in the preparation and negotiation of this Agreement, and this Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The headings used herein are for purposes of convenience only and shall not be used in construing the provisions hereof. Unless the context clearly requires otherwise, (i) the plural and singular numbers shall each be deemed to include the other; (ii) the masculine, feminine, and neuter genders shall each be deemed to include the others; (iii) “shall,” “will,” “must,” “covenants” or “agrees” are mandatory, and “may” is permissive; (iv) ”or” is not exclusive; (v) “include,” “includes” and “including” are not limiting and shall be deemed to be followed by the words “without limitation”; and (vi) “hereof,” “herein,” “herewith,” and words of similar import shall be deemed to refer to this Agreement as a whole and not to any particular provision of this Agreement. (i) No Third Party Beneficiaries. This Agreement has been made solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and, except as otherwise expressly set forth herein, nothing in this Agreement is intended to, or shall, confer upon any third party any benefits, rights or remedies under or by reason of this Agreement. (j) No Joint Venture. Nothing contained herein shall constitute any Party the agent or legal representative of any other Party for any purpose whatsoever and this Agreement shall not be deemed to create any joint venture or partnership between or among the Parties. (k) Authority. Each Party and each individual executing this Agreement on its behalf represents and warrants that such individual is duly authorized to execute and deliver this Agreement on behalf of such Party in accordance with its governing documents and actions, and that this Agreement is binding upon such Party in accordance with its terms. Without limiting the foregoing, City represents and warrants that this Agreement has been duly and lawfully approved by the City Council of City and that the City Manager of City has been duly authorized and directed by the City Council to execute and deliver this Agreement on behalf of City.