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8.8 Waiver. Either Party's failure to insist upon strict performance of any provision of this Agreement shall <br />not be construed as a waiver of that or any other of its rights hereunder at any later date or time. <br />$.9 Force Majeure. Neither party shall be liable for failing to perform its obligations hereunder (other than <br />payment obligations) where delayed or hindered by war, riots, embargoes, strikes or acts of its vendors or <br />suppliers, accidents, acts of God, or any other event beyond its reasonable control. <br />8.1 ONotices. All notices, including notices of address changes, provided hereunder shall be deemed received <br />on the third day after mailing if sent by mail, or immediately if sent by facsimile. Notices shall be sent to <br />the following: <br />If to MMC: <br />MBIA MuniServices Company <br />7335 N. Palm Bluffs Drive <br />Fresno, CA 93711 <br />Attn: Corporate Counsel <br />If to CITY: <br />City of San Leandro <br />835 E. 14~' Street <br />San Leandro, CA 94577 <br />Attn: Cynthia Battenburg <br />8.11 COUleS. This Agreement may be executed in separate counterparts including facsimile copies, each of <br />which shall be deemed an original, and all of which shall be deemed one and the same instrument and <br />legally binding upon the parties. <br />8.12Entire Agreement. This Agreement, including the Addenda attached hereto and made part hereof, <br />constitutes the entire agreement between MMC and CITY with respect to the Services provided. This <br />Agreement supercedes and replaces any and all prior agreements, of whatever kind or nature, with respect <br />to the Services provided hereunder and with respect to any Addendum to be added hereto at a later date. <br />Any prior agreements, discussions, or representations not expressly set forth herein are of no force or <br />effect. <br />8.13No Oral Modification. No modification of this Agreement shall be effective unless set forth in writing and <br />executed with the same formality as this Agreement. No waiver of the requirements of this Section shall <br />be effective unless in writing and signed by the CEO for MMC. <br />8.14Construction. This Agreement shall be construed in accordance with the laws of the State of California <br />without regard to its conflict of laws principals. <br />8.15Headings. The section headings herein are for convenience and reference purposes only and shall not <br />serve as a basis for construction or interpretation. <br />8.16Order of Precedence. In the event of any conflict between the terms of this Agreement and the terms of <br />any Addenda, the terms of this Agreement shall prevail. No additional terms, PO Terms and Conditions, <br />or oral or written representations of any kind shall be of any force and effect unless in writing and <br />executed with the same formality as this Agreement. <br />8.17Partial Payment. No receipt by MMC of an amount less than CITY's full amount due will be deemed to <br />be other than payment "on account", nor will any endorsement or statement on any check or any <br />accompanying letter effect or evidence an accord and satisfaction. MMC may accept such check or partial <br />payment without prejudice to MMC's right to recover the balance or pursue any right of MMC. <br />REMAINDER OF PAGE INTENTIONALLYLEFTBLANK <br />