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4785 16.09 INTERPRETATION 4786 This Agreement shall be interpreted and construed reasonably and neither for nor 4787 against either Party, regardless of the degree to which either Party participated in its 4788 drafting. 4789 16.10 AMENDMENT 4790 This Agreement may not be modified or amended in any respect except by a writing 4791 signed by the Parties. 4792 16.11 SEVERABILITY 4793 If a court of competent jurisdiction holds any non -material provision of this Agreement to 4794 be invalid and unenforceable, the invalidity or unenforceability of such provision shall not 4795 affect any of the remaining provisions of this Agreement which shall be enforced as if 4796 such invalid or unenforceable provision had not been contained herein. 4797 16.12 COSTS AND ATTORNEYS' FEES 4798 The prevailing Party in any action brought to enforce the terms of this Agreement or 4799 arising out of this Agreement may recover its reasonable costs expended in connection 4800 with such an action from the other Party. 4801 16.13 NO DAMAGES FOR INVALIDATION OF AGREEMENT 4802 If a final judgment of a court of competent jurisdiction determines that this Agreement is 4803 illegal or was unlawfully entered into by Agency, neither Party shall have any claim 4804 against the other for damages of any kind (including but not limited to loss of profits) on 4805 any theory. 4806 16.14 REFERENCES TO LAWS 4807 All references in this Agreement to laws and regulations shall be understood to include 4808 such laws and regulations as they may be subsequently amended or recodified, unless 4809 otherwise specifically provided. In addition, references to specific governmental 4810 agencies shall be understood to include agencies that succeed to or assume the 4811 functions they are currently performing. 4812 16.15 INDEMNITY AGAINST CHALLENGES TO AGREEMENT 4813 Contractor shall indemnify, defend, and hold harmless SBWMA, Agency, and its and 4814 their officers, employees, and agents (collectively, the "Indemnitees") from and against 4815 any and all liability, claim, demand, action, proceeding, or suit of any and every kind and 4816 description brought by a third party challenging the process by which proposals were 4817 solicited and evaluated, or this Agreement was negotiated or awarded to the extent that 4818 such liability, claim, demand, action, proceeding, or suit was caused by Contractor's 4819 failure to comply with Applicable Law or the instructions of any indemnitee with respect 4820 to such process. 4821 16.16 DISPUTE RESOLUTION 4822 Should any dispute between the Parties arise out of this Agreement and should the 4823 Parties be unable to resolve the issue, the Parties shall, at the written request of either REV: 03-16-18 MI Page 119 of 126 ATTY/AGR.2018.054/Recology of San Mateo