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REV: 06-22-2021 MI <br />statutes, rules and regulations of CUSTOMER, and any federal, state or local governmental agency <br />having jurisdiction in effect at the time the service is rendered. <br />10. Relationship of Parties. <br />It is understood that the relationship of RWC to CUSTOMER is that of an independent contractor and all <br />persons working for or under the direction of RWC are its agents or employees and not agents or <br />employees of CUSTOMER. <br />11. Nonassignment. <br />The GTC and Services Orders are not assignable either in whole or in part. <br />12. Amendments. <br />The GTC and Services Orders may be amended or modified only by written agreement signed by both <br />Parties. <br />13. Validity. <br />The invalidity, in whole or in part, of any provisions of the GTC or Services Orders will not void or affect <br />the validity of any other provisions of the GTC or Services Orders. <br />14. Governing Law/Litigation. <br />The GTC and Services Orders will be governed by the laws of the State of California and any suit or <br />action initiated by either Party will be brought in the County of San Mateo, California. In the event of <br />litigation between the Parties hereto to enforce any provision of the GTC and Services Orders, the <br />unsuccessful Party will pay the reasonable expenses of litigation of the successful Party. <br />15. Mediation. <br />Should any dispute arise out of the GTC or Services Orders, the Parties will meet in mediation and <br />attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither Party will <br />be permitted to file legal action without first meeting in mediation and making a good faith attempt to <br />reach a mediated resolution. The costs of the mediator, if any, will be paid equally by the Parties. If a <br />mediated settlement is reached, neither Party will be deemed the prevailing party for purposes of the <br />settlement and each Party will bear its own legal costs. <br />16. Indemnity. <br />RWC will defend, indemnify and hold harmless CUSTOMER and its officers, Town Council, agents, <br />employees and volunteers from and against all claims, damages, losses and expenses (including claims, <br />ATTY/AGR.2021.148/Redwood CIty (Page 4 of 8)