26.
27.
28,
29.
30,
The Vendor shall remain liable for any damages, expenses or liabilities arising under this
AGREEMENT (including ils indemnity obligations) with respect to work performed pursuant to
the AGREEMENT.
Article Xl
Entirety of Agreemen
This AGREEMENT, together with its Exhibits, the RFP referenced above and its Addenda, the
required supplemental documents and any additional exhibits, constitute the entire
AGREEMENT between MAPC and the Vendor with respect to the matters set forth therein and
may not be changed (amended, modified or terms waived) except by a writing signed by both
parties. Any notices required or allowed shail be sent by recelpt-verified mail, email, fax or
courier to the persons designated In Exhibit A.
The provisions of the RFP and the Vendor's Proposal are incorporated herein by reference. in
the event of any conflict among the Contract Documents, the documents shall be construed
according to the following priorities:
Highest Priority: Amendments to Contract (if any)
Second Priority: Contract
Third Priority: Addenda to the RFP (if any)
Fourth Priority: RFP
Fifth Priority: Vendor's Proposal
Articte Xiil
Severability
In the event any provision of this AGREEMENT is found by a court of appropriate jurisdiction to
be unlawful or invalid, the remainder of the AGREEMENT shall remain and continue in full force
and effect.
Article XiV
Governing Law and Jurisdiction
This AGREEMENT shall be governed by, construed and enforced in accordance with laws of the
Commonwealth of Massachusetts. MAPC, Vendors, and Buyers agree to submit their
respective jurisdiction and venue to the state and federal courts in the Commonwealth of
Massachusetts to resolve any disputes or disagreements that may arise under any provision of
this AGREEMENT.
