04-28-2025 Agenda Packet - Laserfiche WebLink

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18. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective Successors and permitted assigns. 19. Notice. Any notices, requests or other communications hereunder shall be deemed duly given if made in writing and delivered by hand personally, via courier, by overnight delivery service, or by other manner of personal delivery, effective as of the date received mailed by registered or certified mail, effective three (3) days after mailing or by fax or by email, effective upon the receipt by sender of a written confirmation of the completion of a successful transmission, to the addresses specified on Schedule A. 20. Entire Content. This Agreement contains the entire agreement of the Parties regarding the subject matter of the Agreement, and there are no promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the Parties. 21. Amendment. This Agreement may be modified or amended only if the amendment is made in writing and signed by both Parties. 22. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, and enforced as so limited. 23. Waiver of Contractual Rights. The failure of any occasion of either Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of the Party's right to subsequently enforce and compel strict compliance with that provision, or any other provision, of this Agreement. 24. Independent Contractor. SDBA shall perform its obligations under this Agreement as an independent contractor. Except with the prior written consent of City, SDBA shall have no authority to enter into any agreement or commitment on behalf of City. This Agreement shall not be deemed or construed to create any agency relationship, partnership, employment, or joint venture between SDBA and City. 24. Force Majeure. Cancellation of the Event by the City, due to fire, flood, storms, riots, strikes, weather, hurricanes, unavailability of utility services, war, conflict, epidemics, terrorism, hazardous materials spill or any similar farce shall be considered "Force Majeure" and neither SDBA nor City, shall have any further obligation under this Agreement, and neither Party shall be liable to the other for