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17. MEET AND CONFER. If a dispute arises between Developer, City and Agency <br /> regarding the Services to be perFormed under this Agreement, the principals of <br /> Developer, City and Agency shall promptly meet and confer in a good faith effort to <br /> resolve the issue. <br /> 18. PARAGRAPH HEADINGS. Paragraph headings as used herein are for <br /> convenience only and shall not be deemed to be a part of such paragraphs and shall <br /> not be construed to change the meaning thereof. <br /> 19. EXHIBITS. All Exhibits referenced in this Agreement are incorporated herein as <br /> if fully set forth in this document. <br /> 20. INTEGRATION CLAUSE. This Agreement represents the entire and integrated <br /> agreement between the Owner and the Developer with regard to the subject matter of <br /> this Agreement and supersedes all prior negotiations, representations or agreements, <br /> either written or oral, provided however, that nothing contained herein shall be <br /> construed as affecting the City's, Agency's or Developer's respective duties to perForm <br /> their respective obligations under other agreements, land use regulations or subdivision <br /> requirements relating to the development of the Project Site, which obligations are and <br /> shall remain independent of the Developer's rights and obligations, and the City's and <br /> Agency's rights and obligations under this Agreement. <br /> 21. MODIFICATION. This Agreement may be amended only by written instrument <br /> signed by the City, the Agency and the Developer. Nothing contained in this <br /> Agreement is intended to benefit any third party. Neither the Consultants nor any other <br /> third party are intended third party beneficiaries of this Agreement. <br /> 22. GOVERNING LAW. This Agreement and any dispute arising hereunder shall be <br /> governed by and interpreted in accordance with the laws of the State of California. The <br /> parties agree that the proper venue for the determination of any such dispute shall be <br /> San Mateo County. Developer covenants that it will not commit, suffer or permit any act <br /> to be done in, upon or to the Project or in connection with the performance of the DDA, <br /> the Agreement and other Agreement related to the Project, in violation of any law, <br /> ordinance, rule, regulation or order of any governmental authority. <br /> 23. COUNTERPARTS. This Agreement may be executed in counterparts, each of <br /> which shall be deemed an original. <br /> 23 <br /> 840847v8 33786/0001 <br />