RES 221331 - Laserfiche WebLink

18. Limitation of Liability. In no event shall either Party be liable(in contract or in tort, including negligence and strict liability) to such other Party for any special, indirect or consequential damages relating to this Agreement. The provisions of this Section shall apply to the full extent permitted by law and shall survive termination of this Agreement. 19. Miscellaneous. a. Notice. Any notice provided or permitted to be given under the Agreement must be in writing and be served either by (i) deposit in the mail, addressed to the Party to be notified, postage prepaid, and registered or certified,with a return receipt requested,or(ii)deposit with an internationally recognized overnight delivery carrier, with notice of delivery to the recipient Party. Notice given by registered or certified mail or overnight carrier shall be deemed delivered and effective on the date of delivery shown on the return receipt or proof of receipt. Each Party may change its address for notice by giving notice thereof to the other Party. For purposes of notice the addresses of the Parties shall be as follows: To Host: Attention:City of Pleasanton CC:City Manager's Office 123 Main Street,P.O.Box 520 Pleasanton,CA 94566 To EBCE: Attention: East Bay Community Energy CC:Jessie Denver 1999 Harrison Street,Suite 800 Oakland,California 94612 b. Property Rights,Assignment. The rights granted to EBCE in this Agreement shall constitute covenants running with the land as to the interests in real property which are made subject hereto and shall bind Host's successors and assigns. EBCE may record this Agreement,any sublicense with EBCE's contractors and vendors,or any memorandum thereof in the public records of any public office. This Agreement is binding on and inures to the benefit of the Parties and their respective heirs,successors,assigns,and personal representatives. In the event a Property is transferred or Host ceases to have the requisite level of control over a Site necessary to fulfill its obligations under the Agreement (each, a "Transfer Event"), Host shall either assign its rights and obligations under the Agreement to the person or entity which would be able to comply with Host's obligations following such Transfer Event or require such person or entity to enter into a separate agreement with EBCE that contains terms materially similar to this Agreement and that are acceptable to EBCE. Further,Host agrees that any such Transfer Event shall not affect,terminate or disturb EBCE's right to quiet enjoyment and possession of each Site under the terms of the Agreement or any of EBCE's other rights under the Agreement, so long as EBCE is not then in default under any of the terms,covenants or conditions of the Agreement. C. No Agency Relationship.Nothing in the Agreement shall be deemed or construed to create a joint venture,partnership, fiduciary,or agency relationship between the Parties for any purpose set forth in this Agreement,and the employees of one party shall not be deemed to be the employees of the other Party.Except as otherwise stated in the Agreement,neither Party has any right to act on behalf of the other,nor represent that it has such right or authority. d. Severability. If any term of the Agreement is held by any court of competent jurisdiction to be invalid,such invalidity shall not invalidate the remainder of the Agreement and the Agreement shall be construed and deemed reformed to the extent necessary to render valid such term and the rights and obligations of the parties shall be enforced accordingly. Sd.d.kQREVISED011317 UKG 5