4A Public Hearing 2016 0516 - Laserfiche WebLink

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3.9 Following twelve (12) months of service or any time thereafter, if individual item(s) cannot, in Climatec LLC's opinion, be properly repaired on-site because of excessive wear or deterioration, Climatec LLC may withdraw the item(s) from coverage upon ninety (90) days prior written notice. Energy savings may be adjusted accordingly. 3.10 This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California. 4.0 Miscellaneous Provisions: 4.1 The services provided hereunder may occur on active Purchaser sites. As such, Climatec LLC shall ensure that its services on and around the Purchaser site comply with all applicable laws, regulations and standards and any other legal requirements which may be applicable to Climatec LLC's activities on or about the Purchaser sites. While the Purchaser shall reasonably assist Climatec LLC in determining the applicable requirements, it shall be Climatec LLC's sole responsibility for determining and complying with all applicable laws, regulations, and standards. 4.2 Dis.pute Resolution: 4.2.1 Disputes: This Section shall apply to any dispute arising under or related to this Agreement (whether arising in contract, tort or otherwise, and whether arising at law or in equity), including (a) any dispute regarding the performance, validity or enforceability of any provision of this Agreement or whether any Party is in compliance with, or breach of, any provisions of this Agreement and (b) the applicability of this Section to a particular dispute. Any dispute to which this Section applies is referred to herein as a "Dispute." 4.2.2 Negotiation to Resolve Disputes: If a Dispute arises, the Parties shall attempt to resolve such dispute through the following procedure: 4.2.2.1 First, the representatives of each of the Parties shall promptly meet (whether by phone or in person) in a good faith attempt to resolve the Dispute; 4.2.2.2 Second, if the Dispute is still unresolved after 20 days following the commencement of the negotiations described in Section 4.2.2.1 then the designated executive officer of each Party shall meet (whether by phone or in person) in a good faith attempt to resolve the Dispute; 4.2.2.3 Third, if the Dispute is still unresolved after 10 days following the commencement of the negotiations described in Section 4.2.2.2, then either Party may submit such Dispute to arbitration pursuant to Section 4.2.2.4; 4.2.2.4 Any Dispute arising from or relating to this Agreement that is adjudicated pursuant to this Section 4.2.2.4 shall be arbitrated in San Leandro, California. The arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures, and judgment on any award may be entered in any court of competent jurisdiction. If the Parties agree, a mediator may be consulted prior to arbitration. The prevailing party in any dispute arising out of this Agreement shall be entitled to reasonable attorneys' fees and costs; and 4.2.2.5 Pending a final resolution of a Dispute, the Parties shall each proceed diligently and faithfully with performance of their respective obligations under this Agreement. 4.3 Indemnification: Climatec LLC shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, reasonable attorney's fees and costs and fees of litigation) (collectively, "Liability' of every nature (except 3rd party consequential claims) arising out of or in connection with Climatec LLC's performance of the services called for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the negligence or misconduct of City. * CLIMATEC R rIlE I i i:�ir3 1 A.11 l )ll•N,i.` .% I I I.:I irl 7: I1f 4Y City of San Leandro M&V Agreement Page 4 of 6