8J Consent 2009 0409 - Laserfiche WebLink

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SECTION 13. Waivers. No waiver or any breach of covenant or provision in this Agreement shall be deemed a waiver of any other covenant or provision in this Agreement and no waiver shall be valid unless in writing and executed by the waiving party. SECTION 14. Construction. Headings at the beginning of each section and subsection are solely for the convenience of the parties and are not a part of nor should they be used to interpret this Agreement. The singular form shall include plural, and vice versa. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties have prepared it. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to it and incorporated in it by this reference. SECTION 15. Governing Law. This Agreement shall be governed and construed in accordance with California law. SECTION 16. Term and Termination at-will. This Agreement shall expire five (5) years from the date of execution unless the parties agree in writing to extend the Agreement. The City and Agency may terminate this Agreement at any time for any reason, or for no reason at all, upon 30 days written notice to SLTMO. SECTION 17. No Conflicts. SLTMO shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any fmancial interest in this Agreement that would violate California Government Code Sections 1090 et seq. SLTMO understands that, if this Agreement is made in violation of Government Code §1090 et.seq., the entire Agreement is void and SLTMO will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and SLTMO will be required to reimburse the City for any sums paid to the SLTMO. SLTMO understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code § 1090 and, if applicable, will be disqualified from holding public office in the State of California. SECTION 18. Notices. Any written notice to SLTMO shall be sent to: Galvan & Associates, Executive Director San Leandro Transportation Management Organization P.O. Box 3101 San Leandro, California 94578 Any written notice to City shall be sent to: Cynthia Battenberg, Business Development Manager City of San Leandro 835 East 14th Street San Leandro, California 94577 5