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ATTY/AGR/2016.206/JPB – CALTRAIN ELECTRIFICATION   <br />REV: 07‐26‐16 VR  <br />Page 12 of 14  <br />SECTION 17: PARTIES NOT CO-VENTURERS <br /> <br />Nothing in this Agreement is intended to nor does it establish the Parties as partners, co- ventures <br />or principal and agent with one another. <br /> <br />SECTION 18: FURTHER ASSURANCES, TIME PERIODS AND RECORDS <br /> <br />A. Each Party shall execute and deliver to the other all such additional instruments or <br />documents as may be necessary to carry out this Agreement or to assure and secure to the other <br />Party the full and complete enjoyment of its rights and privileges under this Agreement, subject <br />to appropriate approvals of each Party’s governing body. <br /> <br />B. Should unforeseen circumstances occur, the JPB and the City shall negotiate in <br />good faith to reach agreement on any amendment(s) that may be necessary to fully effectuate the <br />Parties’ respective intentions in entering into this Agreement. <br /> <br />C. Pursuant to California Government Code Section 8546.7, the Parties shall be <br />subject to the examination and audit of the State Auditor, at the request of the JPB or as part of <br />any audit of the JPB by the State Auditor, for a period of three (3) years after final payment <br />under this Agreement. The examination and audit shall be confined to those matters connected <br />with the performance of this Agreement including, but not limited to, the cost of administering <br />the Agreement. <br /> <br />SECTION 19: NON-LIABILITY OF OFFICIALS, EMPLOYEES AND <br />AGENTS <br /> <br />No director, member, official, employee or agent of the City or the JPB shall be personally liable <br />to any Party to this Agreement or any successor in interest in the event of any default or breach <br />of this Agreement or for any amount which may become due on any obligation under the terms <br />of this Agreement. <br /> <br />SECTION 20: HEADING AND TITLES <br /> <br />Any titles of the Sections of this Agreement are inserted for convenience of reference only, and <br />shall be disregard in construing or interpreting any part of its provisions. <br /> <br />SECTION 21: APPLICABLE LAW <br /> <br />This Agreement shall be interpreted under and pursuant to the laws of the State of California. <br />The Parties agree that the jurisdiction and venue of any dispute between the Parties to this <br />Agreement shall be the Superior Court of San Mateo County. <br /> <br />SECTION 22: SEVERABILITY <br /> <br />If any term, provision, covenant or condition of this Agreement is held by a court of competent <br />jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in <br />6.1.A. - Page 15