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services pursuant to the fee schedule listed on Exhibit E. 4. That this Amendment No. 2 and the Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. 5. tn case of any one or more of the provisions contained herein shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the otherAgreement provisions which shall remain in full force and effect. 6. Any controversies between Redwood City and East Palo Alto regarding the construction or application of the agreement, as may be amended, and claims arising out of the Agreement, as may be amended, or its breach, shall be submitted to mediation within thirty (30) days of the written request of one Party after service of that request on the other Party. The Parties may agree on one mediator. If they cannot agree on one mediator within a reasonable time, the Party demanding mediation shall request the Superior Court of San Mateo County to appoint a mediator. The mediation meeting shall not exceed one day leight (8) hours). The Parties may agree to exceed the time allowed for mediation under the Agreement. The cost of inediation shall be borne by the Parties equally. Mediation under this section is a condition precedent to filing an action in any court. In the event mediation or litigation arises out of any dispute related to the Agreement, as may be amended, the Parties shall each pay their respective attorneys fees, expert witness costs and cost of suit, regardless of the outcome of the litigation. 7. The Agr.eement, Amendment No. 1 and this Amendment No. 2 embody the entire Agreement between the Parties and all of its terms and conditions. No verbal agreements shall affect or modify any of the terms of obligations contained in any documents comprising this Agreement. Any such verbal agreement shall be considered as unofficial information and in no way binding upon either of the Parties. 8. The individuals executing this Amendment No. 2 and the instruments referenced in it each represent and warrant that they have the legal power, right and actual authority to bind the Party to the terms and conditions of this Amendment. jSignature Page Follows] ATTY/AGR/2014/AMENDMENTS/AMEND N0.2 IT SUPPORT—EAST PAlO ALTO REV:06-12-14 MLG Page 2 of 9