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mediator. The mediation meeting shall not exceed one work day [eight (8) hours]. The <br />Parties may agree to extend the time allowed for mediation under this Agreement. <br />c. Mediation under this section is a condition precedent to filing an action in any court. 1n the <br />event litigation or mediation arises out of any dispute related to this Agreement, the Parties <br />shall each pay their respective attorneys' fees, expert witness costs and cost of suit, <br />regardless of the outcome of the litigation. <br />d. Only after the mediation procedure has failed to resolve a dispute between the Parties may <br />one or both of the Parties file suit in the appropriate civil court. <br />21. VENUE <br />The venue of any suit filed by either Party shall be vested in the state courts of the County of <br />Orange, or if appropriate, in the United States District Court, Central District of California. <br />22. ELECTION OF REMEDIES <br />The pursuit by any Party of any specific..remedy shall not exclude any other remedy available to <br />the Party. <br />23. CONFLICT OF INTERESTS <br />This Agreement does not prevent either Party from entering into similar agreements with other <br />parties. To prevent a conflict of interest, Contractor certifies that to the best of its knowledge, no <br />City officer, employee or authorized representative has any financial interest in the business of <br />Contractor and that no person associated with Contractor has any interest, direct or indirect, <br />which could conflict with the faithful performance of this Agreement. Contractor is familiar with <br />the provisions of California Government Code Section 87100 and following, and certifies that it <br />does not know of any facts which would violate these code provisions. Contractor will advise <br />City if conflict arises. <br />24. TERMINATION OFTHE AGREEMENT <br />a. This Agreement may be terminated by the City upon forty-five (45) days written notice of <br />termination. In such event, Consultant shall be entitled to receive and the City shall pay <br />Consultant compensation for all services performed by Consultant prior to receipt of such notice <br />of termination, subject to the following conditions: <br />i. As a condition of such payment, the Clerk of the Council may require Consultant <br />to deliver to the City all work product(s) completed as of such date, and in such case such <br />work product shall be the property of the City.unless prohibited by law, and Consultant <br />consents to the City's use thereof for such purposes as the City deems appropriate. <br />ii. Payment need not be made for work which fails to meet the standard of <br />performance specified in the Recitals of this Agreement. <br />H?4038v3 <br />