Reso 2012-084 - Laserfiche WebLink

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This Agreement shall be construed by and in accordance with the laws of the State of California. 34. Miscellaneous. 34.1 Joint and Several Obligation If more than one entity is designated in, or signatory to, this Agreement, the obligations hereunder imposed upon the Company shall be joint and several; and the term the Company as used herein shall refer to each and every of said signatory parties, severally as well as jointly. 34.2 Agreements This instrument contains all of the agreements and conditions entered into and made by and between the parties with respect to the property and may not be modified orally, or in any manner, other than by an agreement in writing signed by all the parties hereto or their respective successors -in interest. 34.3 Conditions of Notice Whenever, in this Agreement the approval or consent of a party is required, such approval or consent must be in advance, shall be in writing, and shall be executed by a person having the express authority to grant such approval or consent unless the terms of this Agreement specifically allow an oral approval or consent of a party. 34.4 Time of Essence Time is, and shall be, of the essence for each term and provision of this Agreement. 34.5 Terms, Conditions and Covenants Each and every term, condition, covenant and provision of this Agreement is and shall be deemed to be a material part of the consideration for the City's entry into this Agreement and any breach hereof by the Company shall be deemed to be a material breach. Each term and provision of this Agreement performable by the Company shall be construed to be both a covenant and a condition. 34.6 Headings The headings of the several paragraphs and sections of this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of any provisions of this Agreement and shall not be construed to affect in any manner the terms and provisions hereof or the interpretation or construction thereof. 34.7 Severability In the event any covenant, condition or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenant, condition or provision herein contained, provided the invalidity of any such covenant, condition or provision does not materially prejudice either the City or the Company in its respective rights and obligations contained in the valid covenants, conditions and provisions of this Agreement. 34.8 Incorporation of Exhibits All exhibits and addenda referred to herein, and any exhibits or schedules which may from time to time be referred to in any duly 16