Agmt16 Peninsula Corridor Joint Powers Board - Electrification Project

Browse Search

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