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11 <br /> <br />these negotiations within 15 business days following the date of the initial written <br />notice, the matter will be resolved in accordance with Section 18(b) below. <br /> <br />(b) The Parties agree that in the event any dispute between them relating to this Agreement <br />is not resolved under Section 18(a) above, exclusive jurisdiction shall be in the trial <br />courts located within the county of the State in which City has its principal office, any <br />objections as to jurisdiction or venue in such court being expressly waived. <br /> <br />(c) All disputes arising out of this Agreement shall be governed by, and construed in <br />accordance with, the laws of the State where City has its principal office, without giving <br />effect to any choice of law or conflict of law rules or provisions (whether of the State <br />or any other jurisdiction) that would cause the application hereto of the laws of any <br />jurisdiction other than the laws of the State. <br /> <br />35. Attorney’s Fees. In the event of any litigation between Parties hereto arising from or with <br />respect to this Agreement, the Parties will each bear their own attorneys' fees and costs of <br />the action. <br /> <br />36. Binding Effect. City and Core & Main each represent and warrant to the other that this <br />Agreement has been duly authorized, executed and delivered by such Party and constitutes <br />a legal, valid and binding agreement enforceable against such Party in accordance with its <br />terms. <br /> <br />37. Modifications. This Agreement shall not be modified in any respect except by a written <br />document signed and agreed to by both Core & Main and City. <br /> <br />38. Severability. Any term or provision found to be prohibited by law or unenforceable shall <br />be ineffective to the extent of such prohibition or unenforceability without, to the extent <br />reasonably possible, invalidating the remainder of this Agreement. <br /> <br />39. Privacy. The Privacy Policy of Core & Main may be accessed at the following URL: <br />www.coreandmain.com/privacy-notice/. <br /> <br /> <br />40. Miscellaneous Provisions. <br />a. City may terminate this Agreement at any time by mailing a notice to Contractor. <br />Contractor shall be paid for that portion of work already completed by Contractor as <br />approved by City. <br /> <br />b. Contractor acknowledges that time is of the essence regarding the performance of this <br />Agreement. <br /> <br />c. Contractor shall not assign or transfer this Agreement. <br /> <br />Page 206 of 443