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8.B. - Page 17 <br /> a continuing waiver of a subsequent breach of the same or any other provision of this <br /> Agreement. <br /> 7. AMENDMENT. <br /> No modification, waiver, mutual termination, or amendment of this Agreement is effective <br /> unless made in writing and signed by all of the Participating Agencies. <br /> 8. MEDIATION OF DISPUTES. <br /> Should any dispute arise out of this Agreement, the parties will first meet and confer. If after <br /> fourteen (14) days the dispute has not been resolved in a mutually satisfactory manner, the <br /> parties will meet in mediation and attempt to reach a resolution with the assistance of a <br /> mutually acceptable mediator. Neither party will be permitted to file legal action without first <br /> meeting in mediation and making a good faith attempt to reach a mediated resolution. The <br /> costs of the mediator, if any, will be paid equally by the parties. If a mediated settlement is <br /> reached, neither party will be deemed the prevailing party for purposes of the settlement and <br /> each party will bear its own legal costs. If a party refuses or fails to participate in mediation in <br /> good faith prior to filing a lawsuit, then that party will be barred from recovery of attorneys' <br /> fees and costs of suit. <br /> 9. ATTORNEYS' FEES IN THE EVENT OF DISPUTE. <br /> In the event of a dispute over any aspect of this Agreement, the prevailing party will be <br /> entitled to reasonable attorney's fees and costs, up to a maximum of ten thousand dollars <br /> ($10,000). <br /> 10. ENTIRE AGREEMENT. <br /> This Agreement and applicable exhibits and attachments constitutes the complete and entire <br /> Agreement between San Carlos and Redwood City with respect to the issues set forth herein <br /> and supersedes any prior representations, understandings, communications, commitments, <br /> agreement or proposals, oral and written. <br /> 11. CONTROLLING LAW AND VENUE. <br /> The validity of this Agreement and of its terms or provisions, as well as the rights and duties <br /> of the parties hereunder, the interpretation, and performance of this Agreement will be <br /> governed by the laws of the State of California. Any dispute arising out of this Agreement will <br /> be venued in the San Mateo County Superior Court. <br /> 12. CONDITIONS SUBSEQUENT. <br /> The parties agree that the terms and conditions set forth in this Agreement are subject to and <br /> conditioned on the approval of this Agreement and the "Amended and Restated Agreement <br /> ATTY/AGR/2013.100/RWC-SAN CARLOS AGREEMENT TRANSFER OF PERSONNEL <br /> REV:06-18-13 VR <br /> Page 10 of 12 <br />