4.7 SR 04-19-2021 - Laserfiche WebLink

Home Browse Search

Article VIII General Provisions l . Amendments. Neither this Agreement nor any term or provision hereof may be changed, waived, discharged or terminated, except by a written instrument signed by the Parties hereto. 2. Interpretation of Agreement. The captions preceding the articles and sections of this Agreement have been inserted for convenience of reference only and such captions shall in no way define or limit the scope of intent of any provision of this Agreement. Unless otherwise provided herein, whenever the consent of the City is required to be obtained, the City may give or withhold such consent in its sole and absolute discretion. 3. Severability. If any provision of this Agreement or the application thereof to any person, entity, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each other provision of this Agreement shall be valid and be enforceable to the fullest extent permitted by law. 4. Attorneys' Fees. In the event of a dispute regarding any provision of this Agreement, the Party not prevailing in such dispute shall pay any and all costs and expenses incurred by the other Party in enforcing or establishing its rights hereunder (whether or not such action is prosecuted to judgment), including without limitation, court costs and attorneys' fees. 5. Time of Essence. Time is of the essence with respect to all provisions of this Agreement in which a definite time for performance is specified including, but not limited to, the expiration of the term. 6. Cumulative Remedies. All rights and remedies of either party hereto set forth in this Agreement shall be cumulative, except as may otherwise be provided herein. 7. Survival of Indemnities. Termination of this Agreement shall not affect the right of the City or Sponsor to enforce any and all indemnities and representations and warranties given or made to the other Party under this Agreement, nor shall it affect any provision of this Agreement that expressly states it shall survive termination hereof. 8. Entire Agreement; Exhibits. This Agreement, including exhibits, shall constitute the entire agreement of the Parties. Any and all prior agreements or understandings of the Parties shall, upon execution of this Agreement, be null and void. 9. Waiver. Any term or condition of this Agreement may be waived at any time by the Party entitled to the benefit thereof. The waiver of any term or condition shall not be construed as a waiver of any other term or condition of this Agreement. b. The failure of either Party to give notice or demand strict performance by the other of any of the terms, obligations, covenants or conditions set forth herein shall not be construed as a waiver or relinquishment of the other Party's right to seek a