25M - AGMT - SCAG MOU AND PLANNING CONSULTANTS

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MOUNo.:TBD SCAG Projmt/OWP No.:TBD City Contract No.:TBD 16. Independent Contractor CITY and its Consultant(s), officers, employees and agents shall, be independent contractors in the performance of this MOU, and not officers, employees, contractors or agents of SCAG. 17. Disputes Except as otherwise provided in this MOU, :if a dispute arises between the Parties, to this MOU, the Parties hereto agree to use the following procedure to resolve such dispute, prior to pursuing other legal remedies: a) A meeting shall be held promptly between the Parties that will be attended by the CITY's Project Manager and SCAG's Project Manager as well as individuals with decision-making authority (to the extent reasonably possible), who will attempt in good faith_ to negotiate a resolution of the dispute. b) If the Parties are unsuccessful in resolving the dispute under (a) above, they may: (1,) agree to submit the matter to mediation, binding judicial reference, or a private adjudicator (if all Parties so agree);, or (2) initiate litigation following advance written .notice to the other Party of not less than thirty (30) days. c) If any party should bring,a legal action against the other to enforce the terms of this MOU, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs, as determined by a court of competent jurisdiction insaid proceeding. 18. Noncompliance In addition to such other remedies as provided by law, in the event of noncompliance with any grant condition or specific requirement of this MOU, this MOU may be terminated. 19. Termination of MOU a. Termination for Convenience. Either Party may terminate this MOU at any time by giving written notice to the other party of such termination at least thirty (30) calendar days before the effective date of such termination. In such event_, all finished or unfinished documents and other materials as described in the MOU shall be provided to SCAG, and CITY shall be paid for all services performed by Consultant and accepted by CITY provided the required consultation between CITY and SCAG has been undertaken in accordance with Section 2(e) of this MOU. Further, the Party terminating this MOU before the effective date of termination shall be responsible for any actual, incurred termination costs incurred by the Consultant as a result of such termination notice. December 11, 2017 Page 10 25M-14