08 - Laserfiche WebLink

C. Term, Termination and Amendments. The term of this Agreement shall be from the date of execution first noted through June 30, 2032, unless the District is terminated earlier in which case this Agreement shall otherwise terminate. The Corporation may request an extension of the ending date to allow the Corporation to expend remaining District funds for District Services in the event that all District funds are not received and spent by June 30, 2032, or other earlier termination date. Said extension of the ending date of this Agreement shall not be effective except by mutual agreement of the parties and set forth in writing, signed by both parties. A failure to object to a breach of this Agreement shall not constitute an amendment thereof, nor shall it waive any future breach of this Agreement. If the City finds there has been misappropriation of funds, malfeasance, or a violation of law in connection with the management of the District pursuant to Streets and Highways code section 36670, the City may also terminate this Agreement by mailing a notice in writing to the Corporation, giving the Corporation sixty (60) days' notice of the City's intent to so terminate. The termination shall be effective on the 61st day after providing such notice. This Agreement shall then be deemed terminated, and no further funding shall be allocated by the City to the Corporation. D. Attorney's Fees. If the services of any attorney are required by any party to secure the performance of this Agreement, or otherwise upon the breach or default of either party, or if any judicial remedy or arbitration is necessary to enforce or interpret any provision of this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs and other expenses, in addition to any other relief to which such party may be entitled. It is understood that for purposes of calculating reasonable attorney fees for the City, that the City Attorney's billing rates shall be calculated at the prevailing rate. E. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the laws of the State of California. F. Waiver. The waiver by any party to this Agreement of breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach of that or any other provision of this Agreement. G. Entire Agreement. This document, including the Resolution and the Ordinance, contains the entire Agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. H. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law. Page 7 of 8