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5.A. - Page 21 of 29 <br />F. Entirety of Agreement. This MOU, including Exhibit A, represents the entire and <br />complete agreement among the Parties with respect to the subject matter hereof and supersedes any prior <br />negotiations, representations and agreements, whether written or oral. <br />G. Debt Limitation. The Parties are subject to laws or policies which limit their ability <br />to incur debt in future years. Nothing in this MOU shall constitute an obligation of future legislative bodies of <br />the Cities or County to appropriate funds for the purpose of this MOU. <br />H. Conflict of Interest. Each of the Parties shall avoid all conflicts of interest in the <br />performance of this MOU and shall immediately notify the other Parties should a conflict of interest arise that <br />would prohibit or impair its ability to perform under this MOU. <br />I. Disputes. The Parties agree that, with regard to all disputes or disagreements arising <br />under this MOU that are not resolved informally at the staff level after a good faith attempt, the Parties may, at <br />their sole and mutual discretion, agree to engage in mediation, and the costs of any such mediation shall be <br />divided equally among the Parties involved in the mediation. <br />J. Non -Discrimination. The Parties will not discriminate, in any way, against any person <br />based on sex, pregnancy, childbirth or related medical conditions, race, veteran status, religion, color, national <br />origin or ancestry, physical or mental disability, medical condition, marital status, age, gender (including gender <br />identity and gender perception), sexual orientation, use of family medical leave, genetic testing, or any other <br />basis protected by federal or state law. This policy shall apply to all employment practices. <br />K. Counterparts. This MOU may be executed in any number of counterparts, each of <br />which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall <br />be deemed to be one and the same instrument. <br />L. Facsimile and Electronic Signatures. Facsimile or electronic signatures may be used <br />in place of original signatures on this MOU. Each Party intends to be bound by the signatures on the facsimile <br />or electronic document, is aware that the other Parties will rely on the facsimile or electronic signatures, and <br />hereby waives any defenses to the enforcement of the terms of this MOU based on the use of a facsimile or <br />electronic signature. <br />9. Signatures. In witness whereof, the Parties, through their respective duly -authorized <br />representatives, have executed this MOU on the days and dates set out below, and certify that they have read, <br />understood, and agreed to the terms and conditions of this MOU as set forth herein. <br />The effective date of this MOU is the date of the signature last affixed to this MOU. <br />[SIGNATURES ON FOLLOWING PAGES] <br />W <br />ATTY/AGR.2020.270/FSLRRD, Atherton, Menlo Park and County (MEMORANDUM OF UNDERSTANDING) (Page 8 of 15) <br />