AgdaPkt 2018-03-26 Joint SA PFA - Laserfiche WebLink

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REV: 03-16-18 MI ATTY/AGR/2018.054/RECOLOGY OF SAN MATEO Page 117 of 119 16.10 AMENDMENT 4699 This Agreement may not be modified or amended in any respect except by a writing signed 4700 by the Parties. 4701 16.11 SEVERABILITY 4702 If a court of competent jurisdiction holds any non-material provision of this Agreement to 4703 be invalid and unenforceable, the invalidity or unenforceability of such provision shall not 4704 affect any of the remaining provisions of this Agreement which shall be enforced as if such 4705 invalid or unenforceable provision had not been contained herein. 4706 16.12 COSTS AND ATTORNEYS’ FEES 4707 The prevailing Party in any action brought to enforce the terms of this Agreement or arising 4708 out of this Agreement may recover its reasonable costs expended in connection with such 4709 an action from the other Party. 4710 16.13 NO DAMAGES FOR INVALIDATION OF AGREEMENT 4711 If a final judgment of a court of competent jurisdiction determines that this Agreement is 4712 illegal or was unlawfully entered into by Agency, neither Party shall have any claim against 4713 the other for damages of any kind (including but not limited to loss of prof its) on any theory. 4714 16.14 REFERENCES TO LAWS 4715 All references in this Agreement to laws and regulations shall be understood to include 4716 such laws and regulations as they may be subsequently amended or recodified, unless 4717 otherwise specifically provided. In addition, references to specific governmental agencies 4718 shall be understood to include agencies that succeed to or assume the functions they are 4719 currently performing. 4720 16.15 INDEMNITY AGAINST CHALLENGES TO AGREEMENT 4721 Contractor shall indemnify, defend, and hold harmless SBWMA, Agency, and its and their 4722 officers, employees, and agents (collectively, the “Indemnitees”) from and against any and 4723 all liability, claim, demand, action, proceeding, or suit of any and every kind and description 4724 brought by a third party challenging the process by which proposals were solicited and 4725 evaluated, or this Agreement was negotiated or awarded to the extent that such liability, 4726 claim, demand, action, proceeding, or suit was caused by Contractor’s failure to comply 4727 with Applicable Law or the instructions of any indemnitee with respect to such process. 4728 16.16 DISPUTE RESOLUTION 4729 Should any dispute between the Parties arise out of this Agreement and should the Parties 4730 be unable to resolve the issue, the Parties shall, at the written request of either Party, meet 4731 in mediation and attempt to reach a resolution with the assistance of a mutually acceptable 4732 mediator. Neither Party shall be permitted to file legal action without first meeting in 4733 mediation and making a good faith attempt to reach a mediated resolution, provided that 4734 this limitation shall not apply to a Party if the other Party fails to comply with this section. 4735 The costs of the mediator, if any, shall be paid equally by the Parties. If a mediated 4736 settlement is reached, neither Party shall be deemed the prevailing Party for purposes of 4737 the settlement and each Party shall bear its own legal costs. The mediation shall be 4738 completed within sixty (60) days of the written request of a Party for mediation unless both 4739 6.2.B. - Page 130