Laserfiche WebLink
Agreement), and includes all exhibits, schedules, addenda and riders to such document. The <br />word "or" in this Agreement includes the word "and." <br />7.13 Governing Law. The Laws of the State of California shall govern the <br />interpretation and enforcement of this Agreement, without application of conflicts of laws <br />principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully <br />performed in and relates to real property located in the City. <br />7.14 City Attorney Fees and Costs. For the purposes of this Agreement, all <br />references to reasonable attorneys' fees and costs in reference to the City are intended to include <br />the salaries, benefits and costs of the City Attorney, as City General Counsel, and the lawyers <br />employed in the City Attorney's Office who provide legal services regarding the particular <br />matter, pro -rated to an hourly rate, in addition to any fees and costs of outside counsel to the <br />City. <br />7.15 Unavoidable Delay; Extension of Time of Performance. <br />7.15.1 Notice. Subject to any specific provisions of this Agreement stating that <br />they are not subject to Unavoidable Delay or otherwise limiting or restricting the effects of an <br />Unavoidable Delay, performance by either Party under this Agreement shall not be deemed, or <br />considered to be in Default, where any such Default is due to the occurrence of an Unavoidable <br />Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (a) within ten <br />(10) days after such Party knows of any such Unavoidable Delay; and (b) within five (5) days <br />after such Unavoidable Delay ceases to exist. To be effective, any Notice of an Unavoidable <br />Delay must describe the Unavoidable Delay in reasonable detail. The extension of time for an <br />Unavoidable Delay shall commence on the date of receipt of written Notice of the occurrence <br />of the Unavoidable Delay by the Party not claiming an extension of time to perform due to such <br />Unavoidable Delay and shall continue until the end of the condition causing the Unavoidable <br />Delay. The Party claiming an extension of time to perform due to an Unavoidable Delay shall <br />exercise its commercially reasonable best efforts to cure the condition causing the Unavoidable <br />Delay, within a reasonable time. <br />7.15.2 ASSUMPTION OF ECONOMIC RISKS. EACH PARTY <br />EXPRESSLY AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, OF <br />EITHER PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN <br />MARKET CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC <br />ASSUMPTIONS OF EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR <br />ENTERING INTO THIS AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY <br />THE PERFORMANCE OF EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS <br />AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS <br />AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE PARTIES <br />EXPRESSLY ASSUME THE RISK OF UNFORESEEABLE CHANGES IN ECONOMIC <br />CIRCUMSTANCES AND/OR MARKET DEMAND/CONDITIONS AND WAIVE, TO THE <br />GREATEST LEGAL EXTENT, ANY DEFENSE, CLAIM, OR CAUSE OF ACTION BASED <br />IN WHOLE OR IN PART ON ECONOMIC NECESSITY, IMPRACTICABILITY, <br />CHANGED ECONOMIC CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR <br />SIMILAR THEORIES. THE PARTIES AGREE THAT ADVERSE CHANGES IN <br />32 <br />75A-37 <br />