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and Contractors could not have identified in the course of performing a thorough and prudent investigation of the Project Site, or a change in governmental regulations or similar events which are beyond that party's reasonable ability to control; however, the affected party shall be obligated to perform or comply within a reasonable time after the event or action which precluded such party from timely performance no longer exists. 18. 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. 19. 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. 20. EXHIBITS. All Exhibits referenced in this Agreement are incorporated herein as if fully set forth in this document. 21. 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. 22. 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. 23. 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 Atty/Agr/Agr.147 101403 Final L. Beck 27