Agmt18 City of East Palo Alto - IT services

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12. Validity. The invalidity, in whole or in part, of any provisions of the GTC or Services Orders will not void or affect the validity of any other provisions of the GTC or Services Orders. 13 Governinq Law/Litigation. The GTC and Services Orders will be governed by the laws of the State of California and any suit or action initiated by either Party will be brought in the County of San Mateo, California. In the event of litigation between the Parties hereto to enforce any provision of the GTC and Services Orders, the unsuccessful Party will pay the reasonable expenses of litigation of the successful Party. 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, or relating to, 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 gross 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 REV: 06-06-18 PR ATTY/AGR.2018.118/ITSvcs-East Palo Alto FY1 BNe 4 of 8