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subject matter of this Agreement. All waivers ofthe provisions of this Agreement must be in <br />writing and signed by the appropriate authorities of the party to be charged. Any amendment <br />or modification to this Agreement must be in writing and executed by the appropriate <br />authorities of the City and Uccauussce. <br />10.2. Severability. Ifany temi, provision, covenant, or condition ofthis Agreement <br />is heldbya court of competent jurisdiction to be invalid, void, or unenforceable, theremaining <br />provisions of the Agreement shall continue in full force and effect, unless and to the extent <br />the rights and obligations of one or both parties has been materially altered or abridged by <br />such holding. <br />10.3. No Assigmttant. Licensee shall not assign or transfer or otherwise convey <br />any interest in this Agreement to any party without the express prior written consent of City, <br />which consent maybe withheld in City's sole and absolute discretion. <br />10A. Choice of Law. This Agreement is to be governed by, and construed in <br />accordance with, the laws of the State of California. Venue shall be in the County of Orange. <br />105. Remedies. Either party shall, in addition to all other rights provided herein or <br />as may be provided by law, be entitled to the remedies of specific performance and injunction <br />to onf trce its rights bereunder, except to the extent expressly provided to the contrary in this <br />Agreement. All rights and remedies under this Agrecmcnt are cumulative and no one of them <br />shall be exclusive of any other, and each party shall have the right to pursue any one or 0 of <br />such rights and remedies or any other remedy which may be provided bylaw, whether or not <br />stated in this Agreement, except to the extent aTressly provided to the contrary in this <br />Agreement. <br />10.6. Disputes. In the event that any action is commenced by a party to this <br />Agreement against the other to enforce its rights or obligations arising from this Agreement <br />or seeking to interpret this Agreement, the prevailing party in such action, in addition to any <br />other relief and recovery ordered by the court, shall be entitled to recover all statutory costs, <br />plus reasonable attorneys' fees. <br />10.7. Counterparts. This Agreement may be executed in two (2) or mora <br />counterparts, each of which shall be deemed an original, but all of winch together shall <br />constitute one and the some instrument. <br />10.8. Nom -Liability of Public 0liicials. No officer, employee, member, agent or <br />representative of the City shall be personally liable to Licansee, or any successor in interest, <br />in the event of any default or breach by the City, or for any amount which may become due <br />to Licensee or its successor, or for anybreach of any obligation ofthe teras ofthis Agreement. <br />10.9. Effective Date. This Agreement shall become effective on the date of City's <br />execution of this Agreement. <br />10.10. Notices. Anynotices, requests, or approvals given under this Agreement from <br />one party to another shall be in writing and shall be personallydelivered or deposited with the <br />United States Postal Service for mailing, postage prepaid, by certified mail, return receipt <br />20C-11 <br />