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8. Governing Law. This Agreement and any dispute hereunder shall be <br />governed by and construed in accordance with the laws of the State of California, with venue in <br />Orange County. <br />9. No Warranty. No Party makes any warranty of any nature with respect to any <br />Privileged Information, including the accuracy and completeness thereof, provided to any other <br />Party pursuant to this Agreement. <br />10. No Waiver. This Agreement shall not create any agency or similar relationship <br />between or among the Parties. No Party shall have authority to waive any applicable privilege, <br />protection or doctrine on behalf of any other Party; nor shall any waiver of any applicable privilege, <br />protection or doctrine by the conduct of any Party be construed to apply to any other Party. No <br />failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver <br />thereof, nor shall any single or partial exercise thereof preclude any other or further exercise <br />thereof or the exercise of any right, power or privilege hereunder. <br />11. No Partnership or Joint Entity. This Agreement is not intended to and does not <br />create a partnership or any other form of single or joint entity of any sort comprised of the Parties <br />and/or their attorneys. <br />12. No Obligation to Share Information Not Shared or Exchanged. Nothing herein <br />shall obligate a Party to share or exchange Privileged Information that has not been shared or <br />exchanged pursuant to the terms of this Agreement. <br />13. Indemnification. Through this Agreement, Real Party hereby reaffirms its <br />obligation to indemnify the City as required by the resolutions described in Paragraph G., above. <br />The Parties further agree: <br />a) Real Party's obligation to indemnify the City is contingent on the City's <br />cooperation in the defense of the Litigation. As part of that cooperation, City agrees to <br />confer with Real Party regarding significant litigation decisions. Should the City fail to <br />cooperate in the defense of the Litigation, Real Party's obligations under this Agreement <br />shall immediately terminate and Real Party shall not thereafter be responsible to defend, <br />indemnify, or hold harmless the City as to the Litigation. <br />b) The City has the right to select its preferred legal counsel and has selected <br />the Law Firm of Best Best & Krieger LLP (the "City's Special Counsel") to represent it in <br />the Litigation. <br />c) Real Party shall reimburse the City for one hundred percent (100%) of the <br />City's actual fees and costs invoiced by the City's Special Counsel and/or attorneys and <br />paralegals in the City Attorney's Office respectively in connection with its representation <br />of the City in the Litigation ("Legal Fees and Costs"). Such Legal Fees and Costs shall <br />include, but not be limited to, all reasonable court costs and attorneys' fees, including <br />attorneys' fees and costs incurred by the City's Special Counsel, attorneys and paralegals <br />in the City Attorney's Office, and other City staff time, consultants or experts, spent in <br />regard to defense of the Litigation. The City's reasonable Legal Fees and Costs in <br />defending the Litigation shall be reimbursed to City by Real Party as follows: (i) a separate <br />Page 6 of 11 <br />