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<br />10. <br /> <br />Governina Law/Litiaation. <br />This Agreement shall be governed by the laws of the State of California <br /> <br />and any suit or action initiated by either party shall be brought in the County of San Mateo, <br />California. In the event of litigation between the Parties hereto to enforce any provision of the <br /> <br />Agreement, the unsuccessful Party will pay the reasonable expenses of litigation of the <br />successful Party. <br /> <br />11. <br /> <br />Mediation. <br /> <br />Should any dispute arise out of this Agreement, the Parties shall meet in <br />mediation and attempt to reach a resolution with the assistance of a mutually acceptable <br /> <br />mediator. Neither Party shall be permitted to file legal action without first meeting in mediation <br />and making a good faith attempt to reach a mediated resolution. The costs of the mediator, if <br /> <br />any, shall be paid equally by the Parties. If a mediated settlement is reached, neither Party <br />shall be deemed the prevailing party for purposes of the settlement and each Party shall bear <br /> <br />its own legal costs. <br /> <br />12. <br /> <br />Entire Aareement. <br />This Agreement, including Exhibit A, comprises the entire Agreement. <br /> <br />13. <br /> <br />Indemnity. <br />CONSULTANT shall defend, indemnify and hold CITIES and its officers <br /> <br />and employees harmless from any and all claims and liabilities related to or as a result of <br />CONSULTANT's performance of this Agreement. <br /> <br />14. <br /> <br />Insurance. <br /> <br />CONSULTANT shall not commence work under this Agreement until all <br />insurance required under this Paragraph has been obtained. CONSULTANT shall furnish <br /> <br />CITIES with certificates of insurance evidencing the required coverage. The CITIES will be <br />named as additional insured in the policy. These certificates shall specify or be endorsed to <br /> <br />provide that thirty (30) days notice must be given, in writing, to the CITIES office of any pending <br />change in the limits of liability or of any cancellation or modification of the policy. <br /> <br />Q:\Cities\San CarloslAgreementslForm.wpd <br />