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13 <br />position on, and recommended solution to, the dispute. Thereafter the Parties will <br />attempt to resolve the dispute through negotiations conducted in good faith. If the <br />dispute is not resolved by these negotiations within 15 business days following the <br />date of the initial written notice, the matter will be resolved in accordance with <br />Section 18(b) below. <br />(b)The Parties agree that in the event any dispute between them relating to this <br />Agreement is not resolved under Section 18(a) above, exclusive jurisdiction shall be <br />in the trial courts located within the county of the State in which City has its principal <br />office, any objections as to jurisdiction or venue in such court being expressly <br />waived. <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 <br />giving effect to any choice of law or conflict of law rules or provisions (whether of <br />the State or any other jurisdiction) that would cause the application hereto of the laws <br />of any jurisdiction other than the laws of the State. <br />35.Attorney’s Fees. In the event of any litigation between Parties hereto arising from or <br />with respect to this Agreement, the Parties will each bear their own attorneys' fees and <br />costs of the action. <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 <br />constitutes a legal, valid and binding agreement enforceable against such Party in <br />accordance with its terms. <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 />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 />39.Privacy. The Privacy Policy of Core & Main may be accessed at the following URL: <br />www.coreandmain.com/privacy-notice/. <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 />b.Contractor acknowledges that time is of the essence regarding the performance of this <br />Agreement. <br />Docusign Envelope ID: D15BA154-47D3-8EAA-8171-B89F63E73DD1