Agmt24 City of San Carlos Fire && Emergency Services Amendment No. 3

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ATTY/AGR.2024/AMEND. NO. 3/CITY OF REDWOOD CITY AND SAN CARLOS FIRE & EMERGENCY SERVICES REV: 06-20-24 VR Page 11 of 28 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 Agreement. 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. 19. Interpretation. Unless provided otherwise, the terms “includes” and “including” are not limiting, and the term “days” shall mean calendar days. 20. Electronic Signatures. If both Participating Agencies agree, electronic signatures may be used in place of original signatures on this Agreement. Each Participating Agency intends to be bound by the signatures on the electronic document, is aware that the other party will rely on the electronic signatures, and hereby waives any defenses to the enforcement of the terms of this Agreement based on the use of an electronic signature. IN WITNESS WHEREOF, the Participating Agencies have executed this Agreement as of the Effective Date. (Signature page follows) Docusign Envelope ID: E05468C4-A699-4430-A510-E42D7232B74D