Agmt14 City of Foster City (IT) - Laserfiche WebLink

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18. Validi . The invalidity in whole.or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 19. Gov�rninq Law. l"his Agreement shall be govemed by the laws of the State of California and any suit or action initiated by either party shall be brought in the County of San Mateo, California. In the event of litigation befinreen the parties hereto to enforce any pravision of the Agreement, the unsuccessful party will pay the reasonable attorr�ey's fees and expenses of litigation of the successful party. 2D. Mediation. �hould any disput�arise out of this A�reement, the parties shall meet in meciiation and attempt to reach a resolution with the assisfance of a mutually acceptable mediator. Neither party sha(I be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The casts of the mediafor, if any, shall b� paid equally by the parties. If a mediated settlement is reached neither party shall be deemed the prevailing parly far purposes of the settlement and each party shall bear its own lega! costs. 21. Conflict of Interest. VENDOR may serve other clients, but none who conduct business that would place VENDOR in a "confliet of interest" as that term is defined in State law. 22. Entire Aqreement. This Agreement, including Exhibits comprises the entire Agreement. Incorporation of Recitats and Exhibits � A.) The recitals constifute a mat�rial part hereof, and hereby incorporated by reference herein as though fu!( set forth her at. B.)The Exhibits constitute a material part hereof, and are hereby incorporated by reference herein as thought fully set forth here at. Comple#e Agreement A.)Each party acknowledges that this agreement, the exhibits hereto, and the documents incorporated by reference herein constitute the complete agreement and exelusive statement of the terms and conditions between fhe parties, which supercedes and merges all prior praposals, understandings and all other agreements, verbal antl writt�n, between the parties relating to the subject matter of this agreement. This agreement may not be modified or altered except by written instrument duly executed by both parties. REV:10-14-14 MLG Page 6 of 12 ATTYIAGR.2014.2d9/Development of CalOpps for Foster City