RES 18-996 - Laserfiche WebLink

SECTION 9. COVENANT NOT TO SUE The Authority acknowledges that the Parties would not have entered into this Amended and Restated Agreement had they been exposed to damage claims from the Authority for any breach thereof. As such, the Authority and the Parties agree that in no event shall the Authority be entitled to recover damages against the Parties for breach of this Agreement. The. Parties further agree that no Party shall be entitled to recover damages against the other Party for a breach of this Agreement. The enforceability and validity of this Section 9 prohibiting the recovery of damages, is part of the bargained for, negotiated consideration for the Parties' agreement to enter into this Amended and Restated Agreement and it is acknowledged that the Parties would not have entered into this Amended and Restated Agreement if they were to be liable in damages under this Amended and Restated Agreement. The Parties' sole relief for a breach of this Amended and Restated Agreement shall be specific performance. SECTION 10. DEFAULT In the event that a Party is in default in the performance of any obligation on its part to be performed under the terms of this Amended and Restated Agreement, and such default continues for thirty (30) days (or such longer period of time as is reasonably required to cure such default, provided that the defaulting Party has begun to cure such default as soon as is reasonably, feasible) following notice and demand by the non- Defaulting Party for correction thereof to Defaulting Party, then the Non-Defaulting Party may seek the Defaulting Party's specific performance. SECTION 11. DISPUTE RESOLUTION A. Informal Resolution. In the event of a dispute arising out of, or relating to, any term or condition in this Amended and Restated Agreement, any budget, Cost Allocation Plan, Cost Sharing Plan, Real Property Schedule, or Vehicles and Equipment.Schedule for the Authority approved by the City Councils for Livermore and Pleasanton, any default specified in Section 10, and any other disagreement related to the Fire Protection Services provided by the Authority, the Joint Executive Directors shall meet informally to resolve the dispute and ,reach agreement on the proper interpretation of any term or condition, or a cure for the breach. B. Mediation. If the Joint Executive Directors cannot reach an agreement after an informal meeting, then they shall participate in-good faith mediation proceedings until the earlier of (1) they reach agreement on the relevant issues, or (2) they have completed 16 hours of mediation. C. Referral to Board of Directors. AMENDED AND RESTATED AGREEMENT FOR THE LIVERMORE-PLEASANTON FIRE DEPARTMENT JOINT POWERS AUTHORITY Page 18