03 - Laserfiche WebLink

10.11 Venue. Any action brought relating to this Agreement shall be held exclusively in a state court in the County of Alameda. 10.12 Indemnification. Developer shall indemnify, defend, and hold harmless City (including its elected officials, officers, agents, and employees) from and against any and all claims, demands, damages, liabilities, costs, and expenses (including court costs and attorney's fees) (collectively, "Claims ") resulting from or arising out of the development of the Project contemplated by this Agreement, other than a liability or claim based upon City's negligence or willful misconduct. The indemnity obligations of this Agreement shall not extend to Claims arising from activities associated with the maintenance or repair by the City or any other public agency of improvements that have been accepted for dedication by the City or such other public agency. 10.13 No Waiver. No waiver by either Party of any provision of this Agreement shall be considered a waiver of any other provision of any subsequent breach of the same or any other provisions, including the time for performance of any such provisions, and shall have no effect with respect to any other Party's rights and obligations hereunder. The exercise by a Party of any right or remedy as provided in this Agreement or provided by law shall not prevent the exercise by the Party of any other remedy provided in this Agreement or under the law, and shall have no effect with respect to any other Party's rights and remedies as provided herein. 10.14 Construction. This Agreement has been reviewed and revised by legal counsel for both City and Developer and no presumption or rule that ambiguities shall be construed against the drafting Party shall apply to the interpretation or enforcement of this Agreement. The provisions of this Agreement and the attached exhibits shall be construed as a whole according to their common meaning and not strictly for or against either Party, and in a manner that shall achieve the purposes of this Agreement. Wherever required by the context, the masculine gender shall include the feminine or neuter genders, or vice versa. 10.15 Entire Agreement. This Agreement and all exhibits constitute the entire agreement between the Parties and supersede all prior discussions, negotiations, and agreements whether oral or written. Any oral representations or modifications concerning this instrument shall be of no force or effect unless contained in a subsequent written notification signed by both Parties. 20