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7.1.B. - Page 8 <br /> 18. Validity. The invalidity in whole or in part of any provision of this Agreement shall <br /> not void or affect the validity of any other provision of this Agreement. <br /> 19. Governing Law. This Agreement shall be governed by the laws of the State of <br /> California and any suit or action initiated by either party shall be brought in the <br /> County of San Mateo, California. In the event of litigation between the parties <br /> hereto to enforce any provision of the Agreement, the unsuccessful party will pay <br /> the reasonable attorney's fees and expenses of litigation of the successful party. <br /> 20. Mediation. Should any dispute arise out of this Agreement, the parties shall meet <br /> in mediation and attempt to reach a resolution with the assistance of a mutually <br /> acceptable mediator. Neither party shall be permitted to file legal action without <br /> first meeting in mediation and making a good faith attempt to reach a mediated <br /> resolution. The costs of the mediator, if any, shall be paid equally by the parties. <br /> If a mediated settlement is reached neither party shall be deemed the prevailing <br /> party for purposes of the settlement and each party shall bear its own legal costs. <br /> 21. Conflict of Interest. VENDOR may serve other clients, but none who conduct <br /> business that would place VENDOR in a "conflict of interest" as that term is <br /> defined in State law. <br /> 22. Entire Agreement. This Agreement, including Exhibits comprises the entire <br /> Agreement. <br /> Incorporation of Recitals and Exhibits <br /> A.) The recitals constitute a material part hereof, and hereby incorporated by <br /> reference herein as though full set forth her at. <br /> B.) The Exhibits constitute a material part hereof, and are hereby incorporated <br /> by reference herein as thought fully set forth here at. <br /> Complete Agreement <br /> A.) Each party acknowledges that this agreement, the exhibits hereto, and the <br /> documents incorporated by reference herein constitute the complete <br /> agreement and exclusive statement of the terms and conditions between <br /> the parties, which supercedes and merges all prior proposals, <br /> understandings and all other agreements, verbal and written, between the <br /> parties relating to the subject matter of this agreement. This agreement <br /> may not be modified or altered except by written instrument duly executed <br /> by both parties. <br /> REV: 10 -14 -14 MLG <br /> Page 6 of 12 <br /> ATTY /AGR.2014.209 /Development of CalOpps for Foster City <br />