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Page 4 of 10 <br /> <br />v2 <br />8. In the event a STAKEHOLDER AGENCY installs a new signal on the PROJECT segment <br />during the term of this agreement, the STAKEHOLDER AGENCY is responsible for integrating <br />the new signal with the PROJECT. <br />9. Except for the obligations for indemnification and dispute resolution, which shall survive <br />termination of this agreement, obligations under this cooperative agreement will be in effect for <br />15 years from the date it is executed. <br />10. The parties shall work together in the spirit of good faith and cooperation to successfully <br />implement this Agreement. To the extent there are disagreements between the STAKEHOLDER <br />AGENCIES and AC TRANSIT, those disagreements shall immediately be raised between the <br />parties. Prior to initiating any legal action, the parties hereto agree to meet in good faith to <br />attempt to resolve any dispute, including, but not limited to consulting with any Technical <br />Advisory Committee (TAC) or Technical Coordinating Committee (TCC) that is established to <br />assist in project management. TAC will consist of executive managers of the STAKEHOLDER <br />AGENCY, AC TRANSIT and Caltrans. TCC will be comprised of technical staff from the <br />STAKEHOLDER AGENCY, AC TRANSIT and Caltrans who are responsible for day-to-day <br />transportation service, operations and management of their respective systems within the <br />PROJECT. In the event the parties cannot resolve the dispute through the TAC and/or TCC, they <br />will make a thorough good faith effort to resolve such issues through a mediation process <br />conducted by an impartial third party. The parties shall jointly select and engage the efforts of a <br />mediator to help resolve the dispute. The parties shall share the costs of the mediator equally. If <br />the issue still remains unsolved, either party may bring a legal action seeking resolution of the <br />disagreement. However, any and all legal actions may only be brought if the preceding dispute <br />resolution process has been satisfied. <br />11. In the event a good faith dispute cannot be resolved through the dispute resolution process <br />described in Section II.10 of this Agreement, either the STAKEHOLDER AGENCY or AC <br />TRANSIT may terminate this Agreement upon 60 days’ prior written notice to the other party. If <br />STAKEHOLDER AGENCY desires to terminate this Agreement under this provision, such <br />written notice shall be sent by U.S. Postal Service certified mail to: General Manager, AC <br />Transit, 1600 Franklin Street, Oakland, CA 94612. If AC TRANSIT desires to terminate this <br />Agreement under this provision, such written notice shall be sent by U.S. Postal Service certified <br />mail to STAKEHOLDER AGENCY general management address. <br />12. In the event that this Agreement is terminated by either party before the PROJECT has been <br />completed, AC TRANSIT shall pay only those reasonable costs incurred by the <br />STAKEHOLDER AGENCY for work that could not have been suspended at the time of the <br />notice of termination. AC TRANSIT will reimburse the STAKEHOLDER AGENCY for eligible <br />costs incurred following termination that reasonably were incurred at the time of termination and <br />such additional eligible costs necessary to bring any portion of the outstanding work to a <br />reasonable point of completion following the notice of termination. If there is any question <br />regarding the work to be completed, the parties will discuss the outstanding work and concur on <br />the stage at which the incomplete work will end following the receipt of the notice of termination. <br />13. If any term or provision of this Agreement, or the application of any term or provision of this <br />Agreement to a particular situation, shall be finally found to be void, invalid, illegal or <br />unenforceable by a court of competent jurisdiction, then notwithstanding such determination, <br />such term or provision shall remain in force and effect to the extent allowed by such ruling and all <br />other terms and provisions of this Agreement or the application of this Agreement to other <br />situations shall remain in full force and effect. Notwithstanding the foregoing, if any term or <br />provision of this Agreement or the application of such material term or condition to a particular <br />situation is finally found to be void, invalid, illegal or unenforceable by a court of competent <br />jurisdiction, then the parties hereto agree to work in good faith and fully cooperate with each <br />other to amend this Agreement to carry out its intent. <br />56