Agmt 2008 Siemens Building Technologies Inc

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to endeavor to settle the dispute by mediation. Either Party may make a written demand for mediation, which demand shall specify the facts of the dispute. The matter shall be submitted to a mediator mutually selected by the Parties. The mediator shall hear the matter and provide anon-binding opinion and advice in order to resolve the dispute. The mediator's fee shall be shared equally by the Parties. If the dispute is not resolved through mediation, the Parties are free to pursue the legal and equitable remedies available to them. 20.3 Venue; Governing Law. In the event that 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. The laws of the State of California shall govern this Agreement. 20.4 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the 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. 20.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Siemens shall survive the termination of this Agreement. 20.6 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. 20.7 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 20.8 Conflict of Interest. Siemens may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Siemens in a ``conflict of interest," as that term is defined in the Political Reform Act, codified at California Government Code §§ 81000 et seq. Siemens shall not employ any City official in the Work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code § § 1090 et seq. Siemens hereby warrants that it is not now, nor has it been in the previous twelve (12) months, an employee, agent, appointee, or official of the City. If Siemens was an employee, agent, appointee, or official of the City in the previous twelve months, Siemens warrants that it did not participate in any manner in the forming of this Agreement. Siemens understands that, if this Agreement is made in violation of Government Code § 1090 et. seg., the entire Agreement is void and Siemens will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Siemens will be required to reimburse the City for any sums paid to Siemens. Siemens understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of WPCP Cogeneration 090808 -Page 29 of ~0