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liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim, arising from Contractor's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the performance of the Services by Contractor, its agents, subcontractors and/or assigns under this Agreement. 15. INSURANCE REQUIREMENTS During the term of this Agreement, and for any time period set forth in Exhibit C, Contractor shall purchase and maintain in full fierce and effect, at no cost to City insurance policies with respect to employees assigned to the Performance of Services under this Agreement with coverage amounts, required endorsements, certificates of insurance, and coverage verifications as defined in Exhibit C attached and incorporated by this reference. 16. ANIENDMENTS This Agreement may be amended only with the written consent of both Parties. 1.7. INTEGRATED DOCUMENT This Agreement represents the entire agreement between City and Contractor. No other understanding, agreements, conversations, or otherwise, with any representative of City prior to execution of this Agreement shall affect or modify any of the ternis or obligations of this Agreement. Any verbal agreement shall be considered unofficial information and is not binding upon City. 18. SEVERABILITV CLAUSE [n case any one or more of the provisions in this Agreement shall, for any reason, be held invalid, illegal or unenforceable in any respect, it shall not affect the validity of the other provisions, which shall remain in full fierce and effect. 19. LAW GOVERNING CONTRACT This Agreement shall be governed and interpreted using the laws of the State of California. 20. DISPUTE RESOLUTION a. Any controversies or claims between Contractor and City regarding this Agreement must first be put in writing and delivered to the other Party. The Parties will meet in good faith to attempt to resolve the issue in question. if the Parties fail to come to an agreement on the resolution of the issue, the matter must be submitted to mediation within thirty (30) calendar days after the written request for mediation is delivered by one Party. b. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request that the Orange County Superior Court shall appoint a 5 #24038v3