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<br />or transfer interests under this Agreement. <br /> <br />9. Construction of Agreement. rf anyone or more of the provisions of this Agreement shall <br />for any reason be held invalid, illegal, or unenforceable in any respect, it shall not affect the validity <br />ofthe provisions of the Agreement that remain in full force and effect. <br /> <br />10. Resolution of Disputes. Any controversies between Redwood City and Burlingame <br />regarding the construction or application of the Agreement, or any claims between the Parties arising <br />out of the Agreement, or its breach, shall be submitted to mediation within thirty (30) days ofthe <br />written request of one ofthe Parties to the other. The Parties may agree on a mediator. If the Parties <br />cannot agree on a mediator within a reasonable time, the Parties shall request the San Mateo County <br />Superior Court to select a mediator. The costs of mediation shall be borne equally by each of the <br />Parties. Mediation under this paragraph is a condition precedent to the filing of any action under this <br />Agreement. <br /> <br />11. Waiver. No failure on the part of either party to exercise any right or remedy hereunder <br />shall operate as a waiver of any otheuight or remedy that party may have hereunder, nor does waiver <br />of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach <br />of the same or any other provision of this Agreement. <br /> <br />12. Amendment. No modification, waiver, mutual termination, or amendment of this <br />Agreement is effective unless made in writing and signed by both of the Parties. <br /> <br />13. Entire Agreement. This Agreement constitutes the complete and exclusive statement <br />of the Agreement between the Parties for technology information services. No terms, conditions, <br />understandings or agreements purporting to modify or vary this Agreement, unless hereafter made <br />in writing and signed by the party to be bound, shall be binding on either party, <br /> <br />IN WITNESS WHEREOF, the Parties have executed this Agreement as ofthe date indicated <br />on page one (1). <br /> <br />CITY O. F REDW.~ <br /> <br />fia. <br />~ <br />Aittest: .".. <br />-.'" ~~,,~ J~~~ <br />City Clerk <br /> <br />CITY OF BURLINGAME <br /> <br />By <br /> <br />n . . <br />BY~#~ <br />Attest:~ ~~ <br />e'ty' Clerk <br /> <br /> <br /> <br />o foEEl <br /> <br />City Attorney <br /> <br /> <br />Page 3 of3 <br />