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b. Para�raph Headin�. Paragraph headings as used herein are for convenience only and <br /> shall not be deemed to be a part of such paragraphs and shall not be construed to change the meaning <br /> hereof. <br /> c. Governin Law. This Agreement shall be construed and governed in accordance with the <br /> laws of the State of California. Venue shall be the County of San Mateo. <br /> d. Counterparts. This Agreement may be executed in any number of counterparts which <br /> together shall constitute the contract of the Parties. <br /> e. Exhibits. Any and all e�chibits and schedules attached or to be attached hereto are hereby <br /> incorporated and made a part of the Agreement by reference. <br /> f. Severabilitv. If any term,provision,covenant or condition of this Agreement is held by a <br /> court of competent jurisdiction to be invalid,void or unenforceable,the remainder of the provisions shall <br /> remain in full force and effect. <br /> g. Authori . Each person executing this Agreement on behalf of a party represents and <br /> warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind <br /> and if such party is a partnership, corporation or trustee,that such partnership, corporation or trustee has <br /> full right and authority to enter into this Agreement and perform all of its obligations hereunder. <br /> h. No Asency Relationshin. Neither the Developer nor any of the Developer's agents, <br /> contractors or subcontractors are or shall be considered to be agents of City in connection with the <br /> performance of any of the Developer's obligations under this Agreement. <br /> i. Attornevs' Fees and Costs. Either party may bring a lawsuit to enforce or require <br /> performance of the terms of this Agreement, and the prevailing party in such suit or proceeding shall be <br /> entitled to recover from the other party's reasonable costs and expenses,including attorneys'fees. <br /> j. Estonnel Certificate. Developer may deliver written notice to the City requesting that the <br /> City execute and return an estoppel certificate(the"Estoppei Certificate")which has been requested by a <br /> prospective or current lender, investor or purchaser. The Estoppel Certificate shall contain a certification <br /> by City that to the City's current actual knowledge: (i) this Agreement is in full force and effect; (ii)this <br /> Agreement has not been amended or modified or, if so amended, an identification of the amendments or <br /> modifications; and(iii)no default in the performance of the Developer's obligations under the Agreement <br /> or, if the City asserts that Developer is in Default,a brief explanation of the nature of the alleged default. <br /> The City shall provide a signed certificate to the requesting Party within forty five (45) days after receipt <br /> of the request. The City Manager shall be authorized to sign Estoppel Certificates on behalf of City <br /> without further action by the City. <br /> [Signature Page FollowsJ <br /> ATfY/AGR/2013.040/ELAN(145 MONROE)LANDSCAPE MAINTENANCE AGREEMENT <br /> REV:03-28-13 VR <br /> Page 7 of 8 <br />