8H Consent 2009 1116 - Laserfiche WebLink

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UPRR Corridor Improvement Study County -City Funding Agreement CITY No. 144-36-288 4) Notices: Any notice which may be required under this Agreement shall be in writing, shall be effective when received, and shall be given by personal delivery seance or first class mail, to the addressees set forth in Attachment D, or to such addressees which may be specified in writing by the parties. 5) Contacts: The persons listed as Contacts in Attachment D will be the first point of contact and act as the liaisons between CITY and County with regards to the day-to-day activities of the Project. All reports and correspondence are to be addressed to the specified Contacts. 6) Project Number: All correspondence shall reference the "CITY Project Number" specified in Attachment A. 7) Integration: This Agreement represents the entire agreement of the parties with respect to the subject matter described in this Agreement, and no representation, warranties, inducements or oral agreements have been made by any of the parties except as expressly set forth herein. 8) Amendment: Except as otherwise provided in this paragraph, this Agreement may not be changed, modified, or rescinded except by a writing signed by the parties hereto. Any attempt to modify this Agreement orally will be void and of no effect. The CITY and County Contacts as specified in Attachment D may jointly authorize, in writing, any minor schedule revisions, any task description, task deliverable and task budget revisions that do not increase the "Total CITY Funds Awarded to Project" amount shown in Attachment A, or changes to the Project scope of work. Any change in Project scope of work must be approved by CITY prior to implementation of the change by the County. 9) Independent Contractor: County and any party contracting with it renders its service under this Agreement as an independent contractor. None of the County's agents, subcontractors or employees shall be construed as agents or employees of CITY. The legal relationship of any person performing services for the County will be solely between that person and the County. This paragraph does not apply to elected officials serving concurrently on the governing boards of both the County and CITY. 10) Assignment: This Agreement may not be assigned, transferred, or subcontracted by any party without the express written consent of the other party. 11) Severability: Should any part of this Agreement be declared unlawful, invalid, or beyond the authority of either party to enter into or carry out, such decision shall not affect the validity of the remainder of this Agreement which shall continue in full force and effect; provided that, the remainder of this Agreement can, absent the invalid portion(s), reasonably be interpreted to give effect to the intentions of the parties. 12) Effective Date: The effective date of this Agreement is the execution date. 13) General Compliance with Laws: The performance of this Agreement and the expenditure of CITY funds received under this Agreement will be in accordance with all applicable provisions of local and state law. 14) Force Majeure: Neither CITY nor County shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services, directly or indirectly, from the acts of God, civil or military authority, acts of public enemy, war, strikes, BikePed-Cycle3-A070004-ACPWA-UPRR Page 5 of 12