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c. Mediation under this section is a condition precedent to filing an action in any court, In 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 REMEIDIES <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 a conflict arises. <br />24. TERMINATION OF THE AGREEMENT <br />a. Termination Without Cause <br />Either Party may terminate this Agreement without cause by giving the other Party written notice <br />("Notice of Termination") which clearly expresses that Party's intent to terminate the <br />Agreement. Notice of Termination shall become effective no less than thirty (30) calendar days <br />after a Party receives such notice. After either Party terminates the Agreement, Contractor shall <br />discontinue further services as of the effective date of termination, and City shall pay Contractor <br />for all Services satisfactorily performed up to such date. <br />b. Termination For Cause <br />For purposes of this Agreement, the term "default" shall mean the failure of any Party to perform <br />any material obligation in the time and manner provided by this Agreement. Either Party may <br />