2A Public Hearing 2009 0209 - Laserfiche WebLink

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6.4 Successors and Assigns. Subject to the provisions hereof, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns, and wherever a reference in this Agreement is made to either of the parties hereto such reference shall be deemed to include, wherever applicable, a reference to the successors and assigns of such party, as if in every case so expressed. 6.5 Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflict of laws. Venue shall be in the Superior Court of the County of Alameda. 6.6 Attorney's Fees. Should either party hereto commence a lawsuit against the other to interpret or enforce any obligation contained herein, the prevailing party shall be entitled to recover from the other party reasonable counsel fees and costs and necessary disbursements, as determined by the court having jurisdiction over the action. 6.7 No Brokers; No Third-Party Beneficiaries. There shall be no third-party beneficiaries to this Agreement. 6.8 Disclaimer of Partnership. This Agreement is not intended to, and shall not be construed to, create the relationship of principal and agent, partnership, or joint venture as between School District and Agency. b.9 Entire Agreement; Amendments. This Agreement together with the Joint Use Agreement contains the entire agreement between the Parties relative to the subject matter hereof. All previous correspondence, communications, discussions, agreements, understandings or proposals and acceptances thereof between the Parties or their representatives, whether oral or written, are deemed to have been integrated into and superseded by this Agreement and are of no further force and effect except as expressly provided in this Agreement. No amendment or modification hereof shall be effective for any purpose unless in writing signed by School District and Agency. 6.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 6.11 Action b_y the Agency. Except as maybe otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the Agency hereunder is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the Agency Executive Director or by any person who shall have been designated by the Agency Executive Director, without further approval by the governing board of the Agency. 6.12 Action by the School District. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the School District hereunder is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the District Superintendent or by any person who shall have been designated by the District Superintendent, without further approval by the governing body of the School District.