Agmt11 Port of Redwood City - Laserfiche WebLink

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This Agreement becomes effective on July 1, 2011. 5. Reliance of Professional Skill of RWC. RWC represents that it has the necessary professional skills to perform the services required and PORT shall rely on such skills of RWC to do and perform the work. 6. Relationship of Parties. It is understood that the relationship of RWC to PORT is that of an independent contractor and all persons working for or under the direction of RWC are its agents or employees and not agents or employees of PORT. 7. Nonassignment. This Agreement is not assignable either in whole or in part. 8. Amendments. This Agreement may be amended or modified only by written agreement signed by both Parties. 9. Validity. The invalidity, in whole or in part, of any provisions of this Agreement shall not void or affect the validity of any other provisions of this Agreement. 10. Governing Law /Litigation. This Agreement shall be govemed by the laws of the State of California and any suit or action initiated by either Party shall be brought in the County of San Mateo, California. In the event of litigation between the Parties hereto to enforce any provision of the Agreement, the unsuccessful Party will pay the reasonable expenses of litigation of the successful Party. 11. Mediation. 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. 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. 12. Entire Agreement. This Agreement, including Exhibit A, comprises the entire Agreement. 13. Indemnity. 2