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XIII. Assignment. Neither Party may assign this Agreement or any rights or obligations hereof without the prior written consent of the other Party, and any attempted assignment without such consent shall be null, void, and of no effect. Notwithstanding the foregoing, Tyler may without the prior written consent of the City, assign the contract in its entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of Tyler's assets. XIV. Survival. The Receiving Party's obligations under this Agreement shall survive termination or expiration of this Agreement and shall be binding upon the Receiving Party's heirs, successors, and assigns, as applicable. XV. Notices. All notices or communications required or permitted as a part of this Agreement shall be in writing (unless another verifiable medium is expressly authorized) and shall be deemed delivered when: A. Actually received, B. upon receipt by sender of a certified mail, return receipt signed by an employee or agent of the Party, C. upon receipt by sender of proof of email delivery, or D. if not actually received, ten (10) days after deposit with the United States Postal Service authorized mail centerwith proper postage (certified mail, return receipt requested) affixed and addressed to the respective other party at the address set forth in this Agreement or such other address as the Party may have designated by notice or Agreement amendment to the other Party. Consequences to be borne due to failure to receive a notice due to improper notification by the intended Receiving Party of a new address will be borne by the intended Receiving Party. The addresses of the Parties to this Agreement are as follows: Tyler Technologies, Inc. 1 Tyler Drive Yarmouth, ME 04096 Attention: Chief Legal Officer City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Attention: lack Ciulla XVI. Cumulative Nature of Obligations. Each Party's obligations hereunder are in addition to, and not exclusive of, any and all of its other obligations and duties to the other Party, whether express, implied, in fact or in law. XVII. Governing Law. This Agreement will be governed by, and construed in accordance with, the substantive laws of the State of Maine, without giving effect to any conflicts -of -law rule or principle that might require the application of the laws of another jurisdiction. XVIII. Jurisdiction & Venue. Any judicial proceeding brought by or against any of the Parties to this Agreement on any dispute arising out of this Agreement or any matter related hereto shall be brought exclusively in a Maine federal or state court of competent jurisdiction. By execution and delivery of this Agreement, each of the Parties to this Agreement accepts for itself the exclusive jurisdiction and venue of the aforesaid courts, and irrevocably agrees to be bound by any final non -appealable judgment rendered in connection with this Agreement. Each Party expressly waives any objection (including, without limitation, objections based on forum non conveniens) which any Party may have now or hereafter to the laying of venue or to the jurisdiction of any such suit, action, or proceeding, and irrevocably submits generally and unconditionally to the jurisdiction of any such court in any such suit, action, or proceeding. Each Party hereby agrees that in connection with any such suit, action, or proceeding, service of process may be accomplished by certified mail, return receipt requested, to the president, managing partner, or other appropriate official at the address set forth in the Notices section above. ,.. tyler