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8.A. - Page 10 <br /> 12. Entire Agreement; Inter�retation. The recitals above and exhibits attached hereto <br /> are incorporated by reference as though fully restated herein and comprise part of this <br /> Agreement. This Agreement constitutes the entire agreement between the Parties with respect to <br /> the subject matter hereof and no prior oral or written understanding shall be of any force or effect <br /> with respect to the matters covered herein. The titles to the sections of this Agreement are not a <br /> part of this Agreement and shall have no effect upon the construction or interpretation of any part <br /> of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the <br /> singular or plural number shall each be deemed to include the others where and when the context <br /> so dictates. The word "including" shall be construed as if followed by the words "without <br /> limitation." This Agreement shall be interpreted as though prepared jointly by the Parties. The <br /> laws of the State of California, without regard to conflict of laws principles, shall govern the <br /> interpretation and enforcement of this Agreement. <br /> 13. Severabilitv. If any term, provision, condition, or covenant of this Agreement or <br /> its application to any Party or circumstances shall be held, to any extent, invalid or <br /> unenforceable, the remainder of this Agreement, or the application of the term, provision, <br /> condition, or covenant to persons or circumstances other than those as to whom or which it is <br /> held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the <br /> fullest extent permitted by law. <br /> 14. Legal Advice. Each Party represents and warrants to the other the following: they <br /> have carefully read this Agreement, and in signing this Agreement, they do so with full <br /> knowledge of any right which they may have; they have received independent legal advice from <br /> their respective legal counsel as to the matters set forth in this Agreement, or have knowingly <br /> chosen not to consult legal counsel as to the matters set forth in this Agreement; and, they have <br /> freely signed this Agreement without any reliance upon any agreement, promise, statement or <br /> representation by or on behalf of the other Party, or its officials, officers, directors, agents, <br /> representatives, employees, or attorneys except as specifically set forth in this Agreement, and <br /> without duress or coercion, whether economic or otherwise. <br /> 15. Cooperation. Each Party agrees to cooperate with the other Party in <br /> consummating the transaction contemplated by this Agreement and, in that regard, to execute <br /> any and all documents which may be reasonably necessary, helpful, or appropriate to carry out <br /> the purposes and intent of this Agreement including, but not limited to, a Preliminary Change of <br /> Ownership Form to be filed with the County Assessor's Office. <br /> 16. Venue. City and Buyer agree that any controversy arising under or in relation to <br /> this Agreement shall be litigated exclusively in Superior Court for the County of San Mateo or <br /> the federal district court for the Northern District of California. City and Buyer each irrevocably <br /> consent to service,jurisdiction, and venue of such courts for any such litigation, and waive any <br /> other venue to which such party might be entitled by virtue of domicile, habitual residence or <br /> otherwise. <br /> 17. Binding U�on Successors. The terms and conditions, covenants, and agreements <br /> set forth herein shall apply to and bind the heirs, executors, administrators, assigns and <br /> successors of the Parties hereof. <br /> BWS Client Documents#4829-6313-9093 vl <br /> ATTY/AGR/2013.174/RWC AGR FOR SALE OF EXCESS RIGHT OF WAY—601 MAIN <br /> REV: 10-02-13 VR <br /> Page 5 of 14 <br />