Agmt16 Portola Valley IT Services

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14. Mediation. Should any dispute arise out of the GTC or Services Orders, the Parties will meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party will be permitted to file legal action without first meeting in mediation and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if any, will be paid equally by the Parties. If a mediated settlement is reached, neither Party will be deemed the prevailing party for purposes of the settlement and each Party will bear its own legal costs. 15. Indemnitv. CUSTOMER will defend, indemnify and hold harmless RWC and its officers, City Council, agents, employees and volunteers from and against all claims, damages, losses and expenses (including claims, damages, losses and expenses brought by third parties to this agreement) including attorney fees arising out of RWC's performance of the Services and Additional Services described in the GTC and Services Orders, including any loss of data, except where RWC has been found in a court of competent jurisdiction to be solely liable by reason of its own negligence or willful misconduct. 16. Insurance. RWC will not insure for any loss or damage to any of CUSTOMER's property of any kind owned or leased by CUSTOMER or its employees, servants or agents even if such property is located on RWC's premises. CUSTOMER represents and warrants that all insurance required hereunder has been or will be obtained prior to the commencement of delivery of Services by RWC under any Services Order. Upon request, CUSTOMER will furnish RWC with certificates of insurance evidencing the required coverage. A. Liability Insurance. CUSTOMER will take out and maintain, so long as the GTC remains in effect, such bodily injury liability and property damage liability insurance as will protect RWC while perForming work covered by the GTC and Services Orders from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage or loss which may arise in connection with the provision of Services by RWC under the GTC and Services Orders. The amounts of such insurance will be a minimum of One Million Dollars ($1,000,000) combined single limit bodily injury and property damage for each occurrence. RWC, its officers, employees and agents will be maintained as additional insured's on said policy. All insurance will be with insurance carriers licensed in the State of California and in good standing with the California Department of Insurance. B. Self Insurance. Notwithstanding the above, CUSTOMER will have the right to self-insure against any and all perils and/or liabilities against which it would otherwise be required to insure and will also have the right to effect any such insurance by means of so called "blankeY' or"umbrella" policies of insurance. If CUSTOMER decides to self- ATTY/AGR/2015.259/IT SVCS-PORTOLA VALLEY FY 2015-16 JAN-JUNE REV:11-20-15 RL Page 4 of 7