Agmt11 Town of Portola Valley - Laserfiche WebLink

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or affect the validity of any other provisions of this Agreement. 10. Governinq Law/Litiqation. This Agreement shall be governed 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. Indemnitv. RWC shall defend, indemnify and hold TOPV and its officers and employees harmless from any and all claims and liabilities related to or as a result of RWC's perFormance of this Agreement, to the extent they are caused by RWC's negligent acts, or willful wrongful acts. 14. Insurance. RWC shall not commence work under this Agreement until all insurance required under this paragraph has been obtained. Upon request, RWC shall furnish TOPV with certificates of insurance evidencing the required coverage. A. Workers' Compensation and Employers' Liability Insurance. RWC shall have in effect during the entire life of this Agreement Workers' Compensation and Employers' Liability Insurance providing full statutory coverage. In ATTY/AGR/2011.042 061008 3