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17. MEET AND CONFER. If a dispute arises between Developer, City and Agency regarding the Services to be performed under this Agreement, the principals of Developer, City and Agency shall promptly meet and confer in a good faith effort to resolve the issue. 18. PARAGRAPH HEADINGS. Paragraph headings as used herein are for convenience only and shall not be deemed to be a part of such paragraphs and shall not be construed to change the meaning thereof. 19. EXHIBITS. All Exhibits referenced in this Agreement are incorporated herein as if fully set forth in this document. 20. INTEGRATION CLAUSE. This Agreement represents the entire and integrated agreement between the Owner and the Developer with regard to the subject matter of this Agreement and supersedes all prior negotiations, representations or agreements, either written or oral, provided however, that nothing contained herein shall be construed as affecting the City's, Agency's or Developer's respective duties to perform their respective obligations under other agreements, land use regulations or subdivision requirements relating to the development of the Project Site, which obligations are and shall remain independent of the Developer's rights and obligations, and the City's and Agency's rights and obligations under this Agreement. 21. MODIFICATION. This Agreement may be amended only by written instrument signed by the City, the Agency and the Developer. Nothing contained in this Agreement is intended to benefit any third party. Neither the Consultants nor any other third party are intended third party beneficiaries of this Agreement. 22. GOVERNING LAW. This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of California. The parties agree that the proper venue for the determination of any such dispute shall be San Mateo County. Developer covenants that it will not commit, suffer or permit any act to be done in, upon or to the Project or in connection with the performance of the DDA, the Agreement and other Agreement related to the Project, in violation of any law, ordinance, rule, regulation or order of any governmental authority. 23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original. Atty/Agr/2005.072 101105 840847v12 33786/0001 LBack 23