4.5 SR 10-02-2023 - Laserfiche WebLink

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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 Primary 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. a. 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 relinquishm remedy for or demand strict performance of said terms, obligations, covenants and conditions. c. The failure to terminate this Agreement for default shall not constitute a waiver of any remedies the non-defaulting Party would otherwise be entitled to demand. d. All waivers shall be done in writing to be valid. 10. Force Majeure. If the performance by any Party of any obligation set forth in this Agreement (other than the payment of money) is prevented by an act of God, force majeure or similar contingency or unexpected event beyond the control of any Party, such occurrence shall be considered a valid excuse for non-performance or delay in the performance of the obligations hereunder. 11. Compliance with Laws. In performing its obligations under this Agreement, each Party will comply with all local ordinances, state and federal statutes, orders, by-laws, regulations, and other laws of any applicable governmental entity or agency. 12. Costs and Expenses. Each Party must pay its own legal costs and expenses for the negotiation, preparation, and execution of this Agreement. 13. Governing Law and Jurisdiction. Any and all matters in dispute between the Parties arising from or relating to this Agreement shall be governed by, construed, and enforced in 7