Agmt18 Second Amendment to Restated Agreement between Cities of RWC and San Carlos for Fire and Emergency Services

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To San Carlos: San Carlos City Manager 600 Elm Street San Carlos, CA 94070-1309 To Redwood City: Redwood City City Manager 1017 Middlefield Road Redwood City, CA 94063 13.- Waiver. No failure on the part of any Participating Agency party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that any Participating Agency may have hereunder, nor does waiver of a breach or default under this Agreement constitute a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 14. Amendment. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by all of the Participating Agencies. 15. Mediation of Disputes. Should any dispute arise out of this Agreement, the parties shall first meet and confer. If after thirty (30) days (unless otherwise provided herein) the dispute has not been resolved in a mutually satisfactory manner, the parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. The City Managers of the Participating Agencies may extend the deadline through a written agreement signed by both City Managers. Neither party shall 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, shall be paid equally by the parties. If a mediated settlement is reached, neither party shall be deemed the prevailing party for purposes of the settlement and each party shall bear its own legal costs. If a party refuses or fails to participate in mediation in good faith prior to filing a lawsuit, then that party shall be barred from recovery of attorney's fees and costs Of suit. 16. Dispute. In dispute over any aspect of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and costs, up to a maximum of fifteen thousand dollars ($15,000). 17. Governing Law. This Agreement, regardless of where executed, shall be governed by and construed to the laws of the State of California. Venue for any action regarding this Agreement shall be in the Superior Court of the County of San Mateo. 18. Entire Arg Bement. This Agreement constitutes the complete and exclusive Statement of the Agreement between the Participating Agencies, and supersedes all prior terms, conditions, understandings or agreements. No terms, conditions, understandings or agreements purporting to modify or vary this Agreement, unless hereafter made in writing and signed by each Participating Agency to be bound, shall be binding on any of the Participating Agencies. AMIAGRI2018/AMENDMENTSIAMEND M02 SAN CARLOS — RWC FIRE AGREEMENT REV: 0417-18 JS Page 10 of 32