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5. Insurance
<br /> The City shall take out and maintain during the life of this Agreement such Bodily Injury
<br /> Liabiliry and Property Damage Liability Insurance as shal] protect the City's employee while
<br /> performing work covered by this Agreement from any and all claims For damages for bodily
<br /> injury, including accidental death, as well as any and all operations under this Agreement.
<br /> Such insurance shall be combined single bodily injury and property damage for each
<br /> occunence and shall not be less than $1,000,000.
<br /> 6. Hold Harmless
<br /> Defend, indemnify, and save harmless the County Superintendent and the San Mateo County
<br /> Board of Supervisors, their boazds, commissions, officers, employees and agents
<br /> ("Indemnitees"), from and against any and all claims, suits, actions liability, loss, damage,
<br /> expense, cost (including, costs and fees of litigation) of every nature, kind or description,
<br /> which may be brought against, or suffered or sustained by Indemnitees to the extent such
<br /> claims, suits, actions, liability, loss, damage, expense, cost (including costs and fees of
<br /> litigation) of every nature, kind or description which may be brought against, or suffered or
<br /> sustained by Indemnitees are caused by the negligenT act or omission, intentional tortious act
<br /> or omission, or willful misconduct of City, its officers, employees or agents in the
<br /> performance of any services or work pursuant to this Agreement.
<br /> 7. Termination of the Agreement
<br /> The Ciry shall reserve the right to terminate this Agreement for any material breach of this
<br /> Agreement by the CounTy Superintendent by using the following procedure. If the City
<br /> believes the County Superintendent has materially breached this Agreement, it shall provide
<br /> written notice to the County Superintendent specifically indicating the basis far the material
<br /> breach. The County Superintendent shall have 30 days from receipt from the written notice to
<br /> cure such breach. If, after 30 days the County Superintendent fails to cure the breach, the
<br /> City shall provide 30 days written notice to terminate the contract.
<br /> IV. OTHER TERMS OF AGREEMENT
<br /> 1. This agreement is of no force or effect unless, or until, the authorized signatures from the
<br /> County Superintendent and the City appear on this document.
<br /> 2. Any controversies between the Parties regazding construction of application of the
<br /> Agreement, as may be amended, and claims arising out of the Agreement, as may be
<br /> amended, or its breach, shall be submitted to mediation within thirty (30) days of Che written
<br /> request of one Party after service of that request on the other Party. The Parties may agree on
<br /> one mediator. If they cannot agree on one mediator within a reasonable time, the Party
<br /> demanding mediation shall request the Superior Court of San Mateo County to appoint a
<br /> mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may
<br /> agree to exceed the time allowed for mediation under the Agreement. The cost of inediation
<br /> shall be bome by the Parties equally. Mediation under this section is a condition precedent to
<br /> filing an action in any court. In the event mediation or litigation arises out of any dispute
<br /> related to the Agreement, as may be amended, the Parties shall each pay their respective
<br /> attorneys fees, expert witness costs and cost of suit, regardless of the outcome of the
<br /> litigation.
<br /> Agreement RWC_CCPC Page 3 of 4 1/16/12-6/30/12
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