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7.1.D. - Page 4 <br /> services pursuant to the fee schedule listed on Exhibit E. <br /> 4. That this Amendment No. 2 and the Agreement shall not be construed or <br /> deemed to be an agreement for the benefit of any third party or parties, and no third <br /> party or parties shall have any claim or right of action hereunder for any cause <br /> whatsoever. <br /> 5. In case of any one or more of the provisions contained herein shall, for <br /> any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the <br /> validity of the other Agreement provisions which shall remain in full force and effect. <br /> 6. Any controversies between Redwood City and East Palo Alto regarding <br /> the construction or application of the agreement, as may be amended, and claims <br /> arising out of the Agreement, as may be amended, or its breach, shall be submitted to <br /> mediation within thirty (30) days of the written request of one Party after service of that <br /> request on the other Party. The Parties may agree on one mediator. If they cannot <br /> agree on one mediator within a reasonable time, the Party demanding mediation shall <br /> request the Superior Court of San Mateo County to appoint a mediator. The mediation <br /> meeting shall not exceed one day (eight (8) hours). The Parties may agree to exceed <br /> the time allowed for mediation under the Agreement. The cost of mediation shall be <br /> borne by the Parties equally. Mediation under this section is a condition precedent to <br /> filing an action in any court. In the event mediation or litigation arises out of any dispute <br /> related to the Agreement, as may be amended, the Parties shall each pay their <br /> respective attorneys fees, expert witness costs and cost of suit, regardless of the <br /> outcome of the litigation. <br /> 7. The Agreement, Amendment No. 1 and this Amendment No. 2 embody <br /> the entire Agreement between the Parties and all of its terms and conditions. No verbal <br /> agreements shall affect or modify any of the terms of obligations contained in any <br /> documents comprising this Agreement. Any such verbal agreement shall be considered <br /> as unofficial information and in no way binding upon either of the Parties. <br /> 8. The individuals executing this Amendment No. 2 and the instruments <br /> referenced in it each represent and warrant that they have the legal power, right and <br /> actual authority to bind the Party to the terms and conditions of this Amendment. <br /> [Signature Page Follows] <br /> ATTY/AGR/2014/AMENDMENTS/AMEND NO.2 IT SUPPORT—EAST PALO ALTO <br /> REV:06-12-14 MLG <br /> Page 2 of 9 <br />