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7 <br /> <br />each Party at its respective address indicated on the signature page for each Party. <br /> <br />10. RELATIONSHIP OF THE PARTIES <br /> <br />It is understood that StreetLight Data is an Independent Consultant to C/CAG, and that C/CAG is <br />a joint powers agency facilitating access to the services and data products, and this MOU is not <br />intended to, and shall not be construed to, create the relationship of agent, servant, employee, <br />partnership, joint venture or association, or any other relationship whatsoever among the Parties. <br /> <br />11. ASSIGNMENT <br /> <br />No Party may assign, transfer, or otherwise substitute its interest or obligations in this MOU <br />without the prior written consent of the other Parties. <br /> <br />12. DISPUTE RESOLUTION <br /> <br />Should any dispute arise out of this MOU, including but not limited to claims that any of the <br />Parties has failed to meet its obligations established by this MOU, the Parties shall meet in <br />mediation and attempt to reach a resolution with the assistance of a mutually acceptable <br />mediator. The costs of the mediator, if any, shall be paid for by each Party on an equal basis. If a <br />mediated settlement is reached, no Party shall be the prevailing party for the purposes of the <br />resolution of the dispute. No Party shall be permitted to file legal action without first meeting in <br />mediation and maintaining a good faith attempt to reach a mediation resolution. Each Party will <br />bear its own attorneys’ fees in connection with the mediation, if any. <br /> <br />13. HOLD HARMLESS/INDEMNITY <br /> <br />A. It is understood and agreed that each Party will fully defend, indemnify, and save harmless <br />the other Parties and all of their board members, council members, commissioners, officers, <br />agents, and employees from all claims, suits, or actions of every name, kind, and <br />description brought forth under, but not limited to, tortious, contractual, inverse <br />condemnation, or other theories or assertions of liability occurring by reason of anything <br />done or omitted to be done by the indemnifying Party and/or its agents under this MOU or <br />related to its access to or use of data or services provided pursuant to the StreetLight Data <br />Master Agreement or Subscription Order. <br /> <br />B. This Section 13 will survive termination or expiration of this MOU. <br /> <br />14. COMPLIANCE WITH ALL LAWS <br /> <br />The Parties must comply with all applicable laws and regulations at all times. <br /> <br />15. LIMITATION ON LIABILITY <br /> <br />No Party will be liable for any other Party’s use, modification, or re-use of products for any <br />purpose other than those specifically intended pursuant to this MOU and/or the StreetLight <br />Data Master Agreement and Subscription Order. <br /> <br />16. GENERAL PROVISIONS <br /> <br />DocuSign Envelope ID: 34112E56-863A-484B-92EE-0732DC70B0F9