RDA Agmt 2011 City (2) - Laserfiche WebLink

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8.2 Prior Agreements. This Agreement is intended to supplement and not supplant that certain Cooperative Agreement dated as of January 17, 2011 and executed by and between the Parties and any other similar cooperative agreement previously entered into by and between the Parties. 8.3 Goveming Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. 8.4 Interpretation: Captions. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 8.5 Incorporation of Recitals and Exhibits. Exhibit A attached hereto and the Recitals set forth above are hereby incorporated into this Agreement as though fully set herein. 8.6 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or by any third person, to be for the benefit of any third party, nor shall any third party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by City or Agency of any of the provisions of this Agreement. 8.7 Amendments. This Agreement may be modified or amended only by an instrument in writing executed by both City and Agency. 8.8 Assignments. This Agreement and the rights conferred hereunder may not be assigned by operation of law or otherwise absent the express written consent of the Parties. 8.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, and all of which taken together shall constitute one agreement. 8.10 Further Assurances. Agency and City each agree to undertake such other actions as may reasonably be necessary to carry out the intent of this Agreement, including without limitation, the execution and/or recordation of any additional documents which may be required to effectuate the transactions contemplated hereby. 8.11 Severability. If any term, provision, covenant, or condition set forth in this Agreement is held by the final judgment of a court of competent jurisdiction to be invalid, void. or unenforceable, the remaining provisions, covenants, and conditions shall continue in full force and effect to the extent that the basic intent of the Parties as expressed herein can be accomplished. In addition, the Parties shall cooperate in good faith in an effort to amend or modify this Agreement in a manner such that the purpose of any invalidated or voided provision, covenant, or condition can be accomplished to the maximum extent legally permissible. 1605038.2 5