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The PARTIES agree and understand that the work/services performed by either of <br />the PARTIES or any consultant retained by either of the PARTIES under this <br />AGREEMENT are performed as independent contractors and not as employees or agents <br />of the other party. Nothing herein will be deemed to create any joint venture between the <br />DISTRICT and the CITY. <br />IX. SUCCESSORS AND ASSIGNS <br />Neither party will assign, transfer, or otherwise substitute its interest in this <br />AGREEMENT, nor its obligations, without the prior written consent of the other party. <br />All obligations created under this AGREEMENT will be binding on, and the rights <br />established herein will inure to the benefit of, any successors or assigns of the PARTIES. <br />X. COMPLIANCE <br />The PARTIES must comply with any and all laws, statues, ordinances, rules, <br />regulations, or requirements of the federal, state, and local governments, and any agency <br />thereof, which relate to or in any manner affect the performance of this AGREEMENT. <br />XLDISPUTE RESOLUTION <br />The PARTIES agree that any dispute arising from this AGREEMENT that is not <br />resolved within 30 days by the PARTIES' representatives responsible for the <br />administration of this AGREEMENT will be set forth in writing to the attention of the <br />DISTRICT's Chief Officer, Planning, Grants, and Transportation Authority for <br />resolution. In the event resolution cannot be reached, the PARTIES may submit the <br />dispute to mediation by a neutral party mutually agreed to by the PARTIES prior to <br />initiating any formal action in court. <br />XII. TERMINATION <br />The DISTRICT may terminate this AGREEMENT with or without cause upon <br />thirty (30) days' prior written notice. If the DISTRICT terminates this AGREEMENT <br />with cause, the CITY will be responsible for its pro rata share of costs incurred by the <br />DISTRICT up through the effective date of termination. <br />XIII. SEVERABILITY <br />If any provision of this AGREEMENT is be deemed invalid or unenforceable by <br />a court of competent jurisdiction, that provision will be reformed and/or construed <br />consistently with applicable law as nearly as possible to reflect the original intentions of <br />this AGREEMENT; and in any event, the remaining provision of this AGREEMENT <br />will remain in full force and effect. <br />XIV. GOVERNING LAW <br />REV: 05-22-1715 <br />Page 4 of 5 <br />ATTY/AGR.2017 113/MOU with SamTrans for Caltrans Planning Grant <br />