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13.8. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs Incurred by Vs to collect any fees or charges due Us under this Agreement following Your breach o1 SeUlon 5.2 (Invoicing arW Payment) 13.T. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or olhenNisa, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (Including all Order Fonns), without consent of the other party, to Its AHlllate or In connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direU competitor of the other party- A party's sole remedy for any purported assignment by the other party In breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon wdtten nonce to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder aF the term of ell subscripliona after the effeUive date of termination. Subject [o the foregoing, this Agreement shall bind and Inure to the benefit of the parties, their respeUlve successors antl permitted assigns. 13.8. Entire Agreement. This Agreement, InUuding all exhibHs and addenda hereto and all Order Fomts, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning Its sub)ect matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted elaclronically by the party against whom the modification, amendment or waiver Is to be asserted. However, to the extent of any conflict or Inconsistency between the provisions in the body of Ihis Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwlthslanding any language to the contrary therein, no terms or conditions stated In Your purchase order or other order documentation (excluding Order Forms) shall be Incorporated Into or form any part o/ this Agreement, and all such term9 or conditions shall be null end void. 13.9. Ceasetlon of the Service. In the event that Mo411App or its' successors ceases to provide lha Sarvlca, Client will receive, a perpetual license to the software needed to Independently maintain the full functionality of the Sarvlce for the Client's own exclusive use. This Includes the 'MyClty29 o° mobile application and management portal software, but epeclflcally excludes any business Intelligence or analytical reporting software owned or marketed by MobllApp. In addition, this speclflcally excludes any ihlrcl-party software, including operating systems, databases. end libraries necessary to support the application. This Agreement becomes effective or?D/6/?, In the City of Santa Ana and County of Ore nge, Stela of California. MobllApp By: p Client By: Name: ?pIH BS' /JO'/'/J??`7?" Name: pA TT. M WAT TFRS Title: eUV 2 Tiue: ? "nte i ' t r Manager Signature: ?!O A-?LvI?? Signature Dale/6 /?1? Date??,/1 /? ATTEST] Maria D. Huizar Clerk of the Council RECOMMEND?I R APPROVAL ?+ Carlos Ro,7 as Deputy Chef of Police APP?RO?VED AS TO FORM ? ? ?.G t Ctl(? ? Laura Stitt eedy Assistant City Attorne