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9.F.c
<br />16. The parties hereto expressly covenant and agree that in the event of a dispute arising from
<br />this Agreement, each of the parties hereto waives any right to a trial by jury. In the event of
<br />litigation, the parties hereby agree to submit to a trial before the Court. The Consultant
<br />further agrees that this provision shall be contained in all sub -contracts related to the
<br />project, which is the subject of this Agreement.
<br />17. The parties hereto expressly covenant and agree that in the event of litigation arising from
<br />this Agreement, neither party shall be entitled to an award of attorney fees, either pursuant
<br />to the Agreement, pursuant to A.R.S. Section 12-341.01(A) and (B), or pursuant to any other
<br />state or federal statute, court rule, case law or common law. The Consultant further agrees
<br />that this provision shall be contained in all sub -contracts related to the project, which is the
<br />subject of this Agreement.
<br />18. This Agreement, Exhibit "A", Exhibit "B", and Exhibit "C" represents the entire and integrated
<br />Agreement between the City and the Consultant and supersedes all prior negotiations,
<br />representations or agreements, either written or oral. This Agreement may be amended
<br />only by written instrument signed by both the City and the Consultant. Written and signed
<br />amendments shall automatically become part of the Agreement, and shall supersede any
<br />inconsistent provision therein; provided, however, that any apparent inconsistency shall be
<br />resolved, if possible, by construing the provisions as mutually complementary and
<br />supplementary.
<br />19. In the event any provision of this Agreement shall be held to be invalid and unenforceable,
<br />the remaining provisions shall be valid and binding upon the parties. One or more waivers
<br />by either party of any provision, term, condition or covenant shall not be construed by the
<br />other party as a waiver of a subsequent breach of the same by the other party.
<br />20. To the fullest extent allowed by law, the Consultant hereby agrees to indemnify, defend, and
<br />hold harmless the City, its departments and divisions, its employees and agents, from any
<br />and all claims, liabilities, expenses or lawsuits as a result of the Consultant's negligent acts,
<br />errors, or omissions, pursuant to this Agreement, except to the extent said claims, liabilities,
<br />expenses or lawsuits arise by the negligent acts or omissions of the City or his/her agents.
<br />The Consultant further releases and discharges the City, its departments and divisions, its
<br />agents and employees, and any and all persons legally responsible for the acts or omissions
<br />of the City, from any and all claims which the Consultant has or may have against the City,
<br />its agents or employees, arising out of or in any way connected with the Consultant's
<br />activities as set forth below, other than those acts which occur due to the negligence of the
<br />City, its employees or agents.
<br />21. No oral order, objection, claim or notice by any party to the other shall affect or modify any
<br />of the terms or obligations contained in this Agreement, and none of the provisions of this
<br />Agreement shall be held to be waived or modified by reason of any act whatsoever, other
<br />than by a definitely agreed waiver or modification thereof in writing. No evidence of
<br />modification or waiver other than evidence of any such written notice, waiver or modification
<br />shall be introduced in any proceeding.
<br />Page 4 of 23
<br />Attachment: Engineering Consultant Agreement with Dibble Engineering, City Contract No. 2019-069 (2126 : Dibble Engineering Contract
<br />Packet Pg. 209
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