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12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel. I3.0 INSURANCE REQUlREN1ENT,S New World shall not commence work under this Agreement until it has obtained the insurance required under this paragraph. 13.1 Workers' Compensation Insurance: New World shall procure and maintain duringthe term of this Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be performed. 13.2 Liability and Property Insurance -Comprehensive Form: New World shall procure and maintain during the term of this Agreement, Liability and Property Damage Insurance in an amount not less than $1,000,000 on account of each accident; and in an amount not less than $1,000,000 for each accident for damage to property. 13.3 Automobile Liability Insurance: New World will procure and maintain during the term of this Agreement, Hired and Non-Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in an amount not less than X500,000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $500,000 for each accident; and in an amount not less than $500,000 on account for each accident for damage to property. 14.0 DISP UTE RESOLUTION PROCEDURE 14.1 Except for matters which relate to prompt payment, or which are enforceable by injunction and/or other equitable remedies, or are related to the employee, confidentiality and/or non-disclosure paragraphs (paragraph 9.0 and its subparagraphs therein), any dispute or controversy arising out of or relating to this agreement, or breach thereof, shall be settled by the following procedure. Level I: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), the parties shall enter into a series of management meetings for the purpose of resolving the dispute or controversy through normal business management practices. The series of meetings, consisting of not less than three face-to face meetings, must be held between upper-level managers of both Customer and New World. Both parties agree to put forth their best efforts in these meetings. The first meeting shall be held at Customer's offices and subsequent meetings will alternate between New World and Customer's offices. The Level 1 period shall begin when one party gives notice to the other by certified mail thatit is entering into this Level 1 procedure to resolve the dispute. Level 2: Only after the parties have completed Level 1 of the DRP without resolving the dispute or controversy and before entering into Level 3 ofthe DRP, the Customer and New World shall enter into a mediation process. The mediation process is defined as follows: The parties shall select a mediator from the American Mediation Association list to aid the parties in resolving the dispute or controversy. The mediator shall not be an employee orformer employee ofeither parry. The meetings shall be held within Alameda County, or such other place mutually agreed to by the parties. At the meetings, each party may present materials and/or arguments to the mediator. Leve13: Only after the completion of both Levels 1 and 2 above without a satisfactory resolution of the dispute or controversy, either party may bring suit in a Federal Court within Alameda County, providing federal jurisdictional requirements apply. Each party shall bear the cost of their own legal expenses if Level 3 is used. 15.0 TERMINATION l 5.1 By Customer: [f New World fails to provide the Licensed Software as warranted in accordance with the terms of this Agreement, Customer may at its option terminate this Agreement with ninety (90) days written notice as follows: (i) The termination notice shall provide a detailed description (with examples) of any warranty defects claimed; (ii) New World shall have ninety (90) days from receipt of said notice to correct any warranty defects in order to satisfy the terms of this Agreement; (iii) During the ninety day cure period, Customer shall apply sound management practices and use its best efforts to resolve any issues or obstacles -including cooperating with New World and reassigning personnel if necessary to improve the working relationship at Customer's discretion; CONFIDENTIAL Page 7 (Revised 02/10/04) City of San Leandro, CA