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REV: 05-31-24 LF 6. ADDITIONAL PROVISIONS. ATHERTON will ensure that the General Liability and Automobile Liability coverages required under this agreement contain, or are endorsed to contain, provisions requiring Redwood City to be named as an Additional Insured Covered Party. 7. DISPUTE RESOLUTION. Should any dispute arise out of this agreement, the Parties shall meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. The costs of the mediator, if any, shall be paid for equally by the Parties. If a mediated settlement is reached, neither party shall be the prevailing party for the purposes of the resolution of the dispute. Neither party shall be permitted to file legal action without first meeting in mediation and maintaining a good faith attempt to reach a mediation resolution. Each party will bear their own attorney's fees, if any. 8.TERM; TERMINATION. The initial term of this agreement shall be one (1) year commencing from the Effective Date, and further that the term hereof shall be renewable automatically for additional one-year terms in an amount not to exceed Seventy-Five Thousand Dollars ($75,000) per extension term for Maintenance Services and Retrofitting Services, with a maximum term of ten years from the Effective Date of this agreement unless terminated earlier by either party in accordance with this section. Either party may terminate this agreement without cause by giving the other party written notice of not less than thirty (30) days. Redwood City shall be paid for all labor and/or services and all parts and supplies ordered or received up to the termination date. 9.AMENDMENTS. Except as provided to the contrary in paragraph 8 above, this agreement may be amended by written agreement, approved and executed by the parties in the same manner as this agreement. 10.APPLICABLE LAW. This agreement, its interpretation and enforcement, shall be governed by the laws of the State of California. 11.PARAGRAPH HEADINGS. Paragraph headings as used herein are for convenience only, and shall not be deemed to modify or amend the paragraphs headed thereby. 12.NOTICES. The name of the persons who are authorized to give written notices or to receive written notice on behalf of Redwood City and on behalf of ATHERTON under this agreement are: For Redwood City: City of Redwood City Attention: Public Works Fleet Superintendent 1400 Broadway Street Redwood City, CA 94063 ATTY/AGR.2024.063/City of Redwood City (Atherton - Agreement for Fleet Equipment Maintenan) (Page 4 of 6)