SR 05:133 - Laserfiche WebLink

4.4. Authority. Each individual executing this Agreement on behalf of Sellers or City represents and warrants that he or she is duly authorized to execute and deliver this Agreement on behalf of Sellers or City, respectively, and that this Agreement is binding upon Sellers and City, respectively, in accordance with its terms. 4.5 Governing Law. This agreement shall be govemed by the construed in accordance with the laws of the State of California. 4.6 Time of the Essence. Time is of the essence of every provision herein contained in this Agreement. 4.7 Further Assurances. Sellers and City shall make, execute, and deliver such documents and undertake such other and further acts as may be reasonably necessary to carry out the intent of the parties hereto. 4.8 Construction. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendment or exhibits hereto. Regardless of which party prepared or communicated this Agreement, this Agreement shall be of binding effect only upon its execution by an authorized representative of each party hereto. This Agreement contains all of the covenants, conditions and agreements between the parties and shall supersede all prior correspondence, agreements and understandings, both verbal and written. No addition or modification of any term or provision shall be effective unless set forth in writing and signed by Sellers and City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. THE CITY OF PLEASANTON, SELLERS a California municipal corporation Nelson Fialho, City Manager 6~y Duclair ~ APPROVED AS TO FORM: Janic~ Duclair Michael H. Roush, City Attorney ATTEST: Dawn G. Abrahamson, City Clerk (aj:mydocs~agreements~2005\duclair purchase agrmt) 3