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prior written consent of the other party, which consent will not be unreasonably withheld. <br />Notwithstanding the foregoing, Licensor may assign its rights and obligations hereunder to a <br />subsidiaty, affiliate of Licensor, or to a successor who acquires the business and assets of <br />Licensor. <br />(g) Modifications. This Agreement may not be modified orally or in any mariner other than by an <br />agreement in writing signed by both parties. <br />(h) Waivers. Waiver of a breach or default under this Agreement shall not constitute a continuing <br />waiver or a waiver of a subsequent breach of the same or any other provision of this Agreement. <br />(i) Headings. The heading titles for each paragraph of this Agreement are included only as a guide <br />to the contents and are not to be considered as controlling, enlarging, or restricting the <br />interpretation of the Agreement. <br />{j) Severability. If any term of this Agreement (including any phrase, provision, covenant, or <br />condition) is held by a court of competent jurisdiction to be invalid or unenforceable, the <br />Agreement shall be construed as not containing that term, and the remainder of this Agreement <br />shall remain in full force and effect; provided, however, this paragraph shall not be applied to the <br />extent that it would result in a frustration of the parties' intent under this Agreement. <br />20. SIGNATURES <br />The individuals executing this Agreement represent and warrant that they have the right, power, legal <br />capacity, and authority to enter into and to execute this Agreement on behalf of the respective legal <br />entities of the Licensor and the Licensee. This Agreement shall inure to the benefit of and be binding <br />upon the parties hereto and their respective successors and assigns. <br />This Agreement may be executed in separate counterparts, each of which so executed and delivered <br />shall constitute an original, but all such counterparts shall together constitute one and the same <br />instrument. Any such counterpart may comprise one or more duplicates or duplicate signature pages, <br />any of which may be executed by less than all of the parties provided that each party executes at least <br />one such duplicate or duplicate signature page. The parties stipulate that a photocopy of an executed <br />original will be admissible in evidence for all purposes in any proceeding as between the parties <br />IN WITNESS WHEREOF, the Licensee and Licensor do hereby agree to the full performance of the <br />terms set forth herein. <br />Coplogic, Inc. <br />(LICENSOR) <br />(Signature) <br />(Typed or Printed Name and Title) <br />(Date) <br />d'YROVED AS TO FORM <br />r <br />Laura A. Rossini <br />senior Assistant City Attorney <br />City of Santa Ana, <br />a Municipal Corporation (LICENSEE) <br />(Signature) <br />David Cavazos, City Manager _ <br />(Typed or Printed Name and Title) <br />('Date) <br />Coplogic - DORS Setup and Subscription License Agreement (AST 11.20.15) <br />25E -9 <br />