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06/24/2013 a continuing waiver of a subsequent breach of the same or any other provision of this Agreement. 7. AMENDMENT. No modification, waiver, mutual termination, or amendment of this Agreement is effective unless made in writing and signed by all of the Participating Agencies. 8. MEDIATION OF DISPUTES. Should any dispute arise out of this Agreement,the parties will first meet and confer. If after fourteen (14) days the dispute has not been resolved in a mutually satisfactory manner,the parties will meet in mediation and attempt to reach a resolution with the assistance of a mutually acceptable mediator. Neither party will 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, will be paid equally by the parties. if a mediated settlement is reached,neither party will be deemed the prevailing party for purposes of the settlement and each party will 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 will be barred from recovery of attorneys' fees and costs of suit. 9. ATTORNEYS'FEES IN THE EVENT OF DISPUTE. In the event of a dispute over any aspect of this Agreement, the prevailing party will be entitled to reasonable attorney's fees and costs, up to a maximum of ten thousand dollars ($10,000). 10. ENTIRE AGREEMENT. This Agreement and applicable exhibits and attachments constitutes the complete and entire Agreement between San Carlos and Redwood City with respect to the issues set forth herein and supersedes any prior representations, understandings, communications, commitments, agreement or proposals, oral and written. 11. CONTROLLING LAW AND VENUE. The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation, and performance of this Agreement will be governed by the laws of the State of California. Any dispute arising out of this Agreement will be venued in the San Mateo County Superior Court. 12. CONDITIONS SUBSEQUENT. The parties agree that the terms and conditions set forth in this Agreement are subject to and conditioned on the approval of this Agreement and the "Amended and Restated Agreement RESO.#15272 MUFF#304