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18.9 Jurisdiction and Venue. The parties agree that any suit, action or proceeding ansmg out of or relating to this Agreement, or the interpretation, performance or breach of this Agreement, shall be instituted in the United States District Court for the Northern District of California or any court of the State of California located in Alameda County. 18.10 Severability. If any term or provision of this Agreement is ever determined to be invalid or unenforceable for any reason, such term or provision shall be severed from this Agreement without affecting the validity or enforceability of the remainder of this Agreement. 18.11 Interpretation. Section headings in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of any provision of this Agreement. As used herein: (a) the singular shall include the plural (and vice versa) and the masculine or neuter gender shall include the feminine gender (and vice versa) where the context so requires; (b) locative adverbs such as "herein," "hereto," and "hereunder" shall refer to this Agreement in its entirety and not to any specific Section or paragraph; (c) the terms "include," "including,"and similar terms shall be construed as though followed immediately by the phrase "but not limited to;" and (d) "shall," "will" and "must" are mandatory and "may" i~ permissive. The parties have jointly participated in the negotiation and drafting of this Agreement, and this Agreement shall be construed fairly and equally as to the parties, without regard to any rules of construction relating to the party who drafted a particular provision of this Agreement. 18.12 Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed duly given: (a) when delivered if personally delivered to the recipient; (b) when transmitted by telecopier or facsimile device during normal business hours, provided such device is capable of generating a written confirmation of such transmission and receipt and an original is deposited in fIrst class mail within two (2) business days thereafter addressed as set forth below; (c) on the first business day following delivery to an overnight delivery service, provided delivery is confirmed by the delivery service; and (d) on the earlier of actual receipt or three (3) days following deposit in United States registered or certified mail, postage prepaid and return receipt requested, addressed to the parties as set forth below. Any party may change its address for notices by giving written notice to the other parties in the manner set forth above. If to Livermore: City of Livermore 1052 S. Livermore Avenue Livermore, CA 94550 Attn: Cheri Sheets and City Attorney Tel.: (925) 960-4500 Fax: (925) 960-4505 and (925) 960-4180 If to Vulcan: Vulcan Materials Company, Western Division 365 North Canyons Parkway, Suite 209 Livermore, CA 94551 Attn: Douglas Reynolds Tel.: (925) 846-2852 Fax: (925) 294..;8571 002483.0004\793691.13 27