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<br />203215669.16 10 <br />6.1.4 If mediation fails to resolve a dispute, then the exclusive forum for <br />resolving such dispute shall be any State or federal court sitting in San Francisco County, <br />California. <br />6.1.5 As used in this Continuation Agreement, “final resolution” of a dispute or <br />a dispute being “finally resolved” means that (a) the Parties have entered into a settlement <br />agreement to resolve such dispute, or (b) if either Party has initiated a judicial proceeding to <br />contest such dispute, that a final-non-appealable order of a court of competent jurisdiction has <br />been issued for such dispute. <br />ARTICLE VII <br />INSURANCE <br />7.1 Minimum Coverages. The insurance requirements specified in this section shall <br />cover Operator’s own liability and the liability arising out of work or services performed under <br />this Continuation Agreement by any subconsultants, subcontractors, suppliers, temporary <br />workers, independent contractors, leased employees, or any other persons, firms or corporations <br />that Operator authorizes to work under this Continuation Agreement (hereinafter referred to as <br />“Agents”). Operator shall, at its own expense, obtain and maintain in effect at all times during <br />the life of this Continuation Agreement the following types of insurance against claims, damages <br />and losses due to injuries to persons or damage to property or other losses that may arise in <br />connection with the performance of work under this Continuation Agreement. <br />7.2 Operator shall include in every subcontract the requirement that the Agent <br />maintain adequate insurance coverage with appropriate limits and endorsements to cover the <br />risks associated with work to be performed by the Agent. To the extent that an Agent does not <br />procure and maintain such insurance coverage, Operator shall be responsible for any and all <br />costs and expenses that may be incurred in securing such coverage or in fulfilling Operator’s <br />indemnity obligation under Article VIII as to itself or any of its Agents in the absence of such <br />coverage. <br />7.3 In the event Operator or its Agents procure excess or umbrella coverage to <br />maintain certain requirements outlined below, these policies shall also satisfy all specified <br />endorsements and stipulations, including provisions that Operator’s or its Agent’s insurance, as <br />the case may be, be primary without right of contribution from MTC. <br />7.3.1 Workers' Compensation Insurance with Statutory limits, and Employer’s <br />Liability Insurance with a limit of not less than $1,000,000 per employee for injury by disease <br />and $1,000,000 for injury for each accident, and any and all other coverage of Operator’s <br />employees as may be required by applicable law. Such policy shall contain a Waiver of <br />Subrogation in favor of MTC. Such Workers’ Compensation & Employer’s Liability may be <br />waived, if and only for as long as Operator is a sole proprietor or a corporation with stock 100% <br />owned by officers with no employees. <br />7.3.2 Commercial General Liability Insurance for Bodily Injury and Property <br />Damage liability, covering the operations of Operator and Operator’s officers, agents, and <br />employees and with limits of liability which shall not be less than $1,000,000 combined single