Agmt 2006 Oro Loma Sanitary District (2)

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and has previously and may continue to represent both parties in discussions and negotiations for these and other matters, including without limitation providing advice and counsel to each of the respective parties as well as preparation of the final form of this agreement, submitting the agreement and providing recommendations to each of the entities governing bodies. Both the City and District expressly authorize the law firm to continue its representation of both entities, and expressly agree that such representation does not pose a conflict of interest for the law firm. To the extent the potential for a conflict may have existed in the past or may exist now or in the future, both the City and District expressly waive any such potential conflicts as they pertain to the law firm on this matter. MISCELLANEOUS PROVISIONS Mediation. If a dispute arises out of or is related to this Agreement, or the breach thereof, and if the said dispute cannot be settled through direct discussions, the City and District, as parties to this Agreement, agree to diligently endeavor to settle this dispute in an amicable manner by mediation through a mutually agreed-to mediation service and/or mediator before having recourse to a judicial forum. Venue. If either party brings any action against the other under this Agreement, the parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Alameda or in the United States District Court for the Northern District of California. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the remaining provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. Successors and Assians. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the parties. However, this proviSion shall not be deemed to authorize or approve the transfer or assignment of any rights, duties or obligations of the parties. Intearation; Incorporation. This Agreement, including all the exhibits attached hereto, represents the entire and integrated agreement between City and District and supersedes all prior negotiations, representations, or agreements, either written or oral. All exhibits attached hereto are incorporated by reference herein. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 831339-1 6