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<br />9. Defend, indemnify, and save harmless the County Superintendent and First 5 San Mateo
<br />County, their boards, commissions, officers, employees and agents ("Indemnitees"), ftom
<br />and against any and all claims, suits, actions liability, loss, damage, expense, cost (including,
<br />costs and fees of litigation) of every nature, kind or description, which may be brought
<br />against, or suffered or sustained by Indemnitees to the extent such claims, suits, actions,
<br />liability, loss, damage, expense, cost (including costs and fees of litigation) of every nature,
<br />kind or description which may be brought against, or suffered or sustained by Indemnitees
<br />are caused by the negligent act or omission, intentional tortious act or omission, or willful
<br />misconduct of City, its officers, employees or agents in the performance of any services or
<br />work pursuant to this Agreement.
<br />
<br />10. Agree to and abide by all applicable terms and conditions contained in Attachment B (Master
<br />Agreement) and incorporated by reference herein.
<br />
<br />IV.
<br />
<br />OTHER TERMS OF AGREEMENT
<br />
<br />1. This agreement is of no force or effect unless, or until, the authorized signatures ftom the
<br />County Superintendent and the City appear on this document.
<br />
<br />2. Any controversies between the Parties regarding construction of application of the
<br />Agreement, as may be amended, and claims arising out of the Agreement, as may be
<br />amended, or its breach, shall be submitted to mediation within thirty (30) days of the written
<br />request of one Party after service of that request on the other Party. The Parties may agree on
<br />one mediator. If they cannot agree on one mediator within a reasonable time, the Party
<br />demanding mediation shall request the Superior Court of San Mateo County to appoint a
<br />mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may
<br />agree to exceed the time allowed for mediation under the Agreement. The cost of mediation
<br />shall be borne by the Parties equally. Mediation under this section is a condition precedent to
<br />filing an action in any court. In the event mediation or litigation arises out of any dispute
<br />related to the Agreement, as may be amended, the Parties shall each pay their respective
<br />attorneys fees, expert witness costs and cost of suit, regardless of the outcome of the
<br />litigation.
<br />
<br />3. Any action at law or in equity brought by either of the Parties for this purpose of enforcing a
<br />right or rights provided for by this Agreement will be tried in a court of competent
<br />jurisdiction in the County of San Mateo, State of California, and the Parties waive all
<br />provisions oflaw providing for a change of venue in these proceedings to any other county.
<br />
<br />4. This Agreement, together with any other written document referred to or contemplated by it,
<br />along with the purchase order for this Agreement and its provisions, embody the entire
<br />Agreement and understanding between the Parties relating to the subject matter of it. In case
<br />of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement
<br />nor any of its provisions may be amended, modified, waived or discharged except in writing
<br />signed by both parties.
<br />
<br />Agreement RWC_PF A
<br />
<br />Page 3 of 4
<br />
<br />April 2005
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