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use of any infringing software on the CLIENT's behalf, or to modify CalOpps to <br />make it non -infringing. <br />10. Notice. All notices required by this Agreement shall be given to the <br />CITY/DISTRICT and CLIENT in writing, by first class mail, postage prepaid, <br />addressed as follows: <br />CITY: City of Foster City <br />610 Foster City Boulevard <br />Foster City, CA 94404-2299 <br />Attention: HR Director <br />CLIENT: City of Redwood City <br />1017 Middlefield Road <br />Redwood City, CA 94063 <br />Attention: Human Resources <br />11. Non -Assignment. This Agreement is not assignable either in whole or in part. <br />12. Amendments. This Agreement may be amended or modified only by written <br />agreement signed by both Parties. <br />13. 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 />14. 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 />15. Mediation. Should any dispute arise out of this Agreement, the Parties shall first <br />meet in mediation and attempt to reach a resolution with the assistance of a <br />mutually acceptable mediator. Neither party shall be permitted to file legal action <br />without first meeting at least once in mediation and making a good faith attempt to <br />reach a mediated resolution. The costs of the mediator, if any, shall be paid equally <br />by the Parties. If a mediated settlement is reached neither party shall be deemed <br />the prevailing party for purposes of the settlement, and each party shall bear its own <br />legal costs. <br />16. Entire Agreement. This Agreement, including its Appendix A and Appendix B, <br />comprises the entire Agreement between the PARTIES. <br />REV: 06-11-2020 EI <br />ATTY/AGR.2020.096/City of Foster City (Page 4 of 10) <br />