Reso 1998-036 to 040 - Laserfiche WebLink

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14. Distribution of Assets. Upon the termination of this Agreement, any moneys due and owing to the District and the Participating Entities shall be distributed in accord with the Program and the contract with the Contractor. Each party to this Agreement, upon its termination, shall be entitled to contract separately with the Contractor or arrange for some other arrangement for the providing of bus shelters within their respective jurisdictions. 15. Governing Law. This Agreement is executed in and shall be governed by the laws of the State of California. Any suit brought under the terms of this Agreement shall be vested in a state court in the County of Alameda or, where appropriate, in the United States District Court for the Northern District of California in Oakland or San Francisco. 16. Amendment. Any amendment or modification to the Agreement must be in writing and approved by all of the Participating Entities and the District. 17. Litigation. a. If any litigation is instituted by the District or any Participating Entity to enforce the terms of this Agreement, the prevailing party shall be entitled to receive reimbursement for its costs and attorney's fees. Before proceeding to litigation, the parties shall seek to settle the dispute through good faith discussions and any alternative dispute resolution process which is acceptable to the parties. Only if these efforts have been exhausted may a party bring a suit against the other party to the dispute. b. If the Participating Entities and District authorize litigation against a third party or are the subject of a suit by a third party, subject to the provisions of Section 11, the District is authorized to pursue/defend this litigation on behalf of the Participating Entities eitherwith its own resources orthrough outside counsel, after determining if there is any insurance or indemnification coverage from the Bus Shelter Contractor. Any costs or expenses, including attorney's fees, shall be reimbursed to the District on a prorata basis. A Participating Entity may elect, at its own expense, to pursue/defend the litigation on its own behalf, in which case the Participating Entity would not be required to reimburse the District for litigation costs and expenses. 18. Binding Affect. This Agreement is binding upon any successor to any of the parties to this Agreement. Bus Shelter Agreement June 16, 1996 Page 10 of 11