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manner whatsoever, and nothing herein contained shail give, or is intended to gNe, any rigMs of any kind to any third
<br /> parties.
<br /> 10.3 Assicttnmsnt. Neither party may assign any t�f its rights or obligations under this Agreemerrt without the
<br /> prior written consent af the other party except that Bu�dingeye may assign its rights and obligations under this Agreement
<br /> writhout the consent of (uk�nicipality in c�nnection with any merger (by operation of law or otherwise), consolidation,
<br /> reorganization, change in controi or sale of aii or su�stantially ap of �s assets related to this Agreement or simifar
<br /> transact�s►.. In add�ion,Bui{dingeye rs�ay de�gate its ohtigations Lo its subc�ntractors,provi�ied that Bu'skiingeye�em�ains
<br /> Ifable for their performance. This Agreement inures to the ben�efit of and shap be bindirtg � the parties' permitted
<br /> assignees,transferess and sucxessors.
<br /> iD.4 Forc�e Ma�eUre. Except for paymeni obligatior�s, rte�ther party will be responsible far any failwe or delay in
<br /> iks performance under this Agreemer�t due to causes beyond its reasonable oontrol, including, but not limited to, labor
<br /> disputes, sfikes, lodcouts, intemet or telecommunications failures, shortages of or inability to obtain labor, energy, or
<br /> supplies, war. terrorism, riot, acts of God or govemmental actio�, acts by hackers or othe� malicious third parties and
<br /> problerns with the intemet generally, and such performancs s-taall be excused to the exter�t thart it is prever�ied or delayed
<br /> by reason of any of the foregoing.
<br /> 10_5 No i . All notices under the terms af this Agreemerit shatl be given in writing and sent by intemationaliy
<br /> recognized ovemight canier with de�very conf'irmation or st�att De deflvered by hand to the addresses noted in the
<br /> preamble of this Agreement. Notices to Buildingeye shall be sent to the atteMion of"L�g I�Department" and notices to
<br /> Municipality shail be sent to the attenti�on of Stephen DeJong—Community Devebpment Department with a copy sent to
<br /> attention of"City Attomey". AN notices shall be presumed to have been received when they are hand delivered, or on the
<br /> business day foliowing the day of deiivery by ovemigM camer.
<br /> 10.6 Amendments. An am�dment � tfi►is Agreement st�a�l be binding upon the parties so long as it is in
<br /> v►�iting and executed by bott►parties. Na r�gular practice o�method of dealing beiween the parties shall modify, interpret,
<br /> supplement or after in any manner the express terms of this Agreement.
<br /> 1d.7 Construction. This Agreement shaN be fai�ly interpreted and construed in accordance with its terms and
<br /> without strict interpretation or construction in favor of or against either party. Each party has had the opportunity to
<br /> consult with counsei in the negotiation of this Agreement. Section headings are for reference pur�ses only, and should
<br /> not be used in the interpretation ltereaf.
<br /> 10.8 Severability: Waiver: Coun#eraarts. If a�y provision, or portion thereoi, of this AgtBement is determined
<br /> by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the
<br /> validity, legality, or enforceability of the remaining provisions of this AgreemeM, and each provision, or portion therepf, is
<br /> hereby deciared to be separdie, severable, and distinct. A waiver of any provision of this Agreement w�l oniy be vatid if
<br /> provided in writing and wYl only be applicabte to the specific inadent and occurrence so waived. The failu�e by either
<br /> party to insist upen the stric#perfonnance of#his Agreement,or to exercise any term hereof,will not act as a waiver of any
<br /> right, promise or term,whic�will continue in full foroe and ef#ect. This Agreement may be signed in counterparts. Each of
<br /> them is an original, and all of them constitut�one agreement.
<br /> 10.9 Goveming L.aw: Jurisdiction. This Agreement shall be govemed by, and c�nstrued in accardance with,
<br /> the laws of the state of Califamia,without reference to conflicts of laws principles. The partiss agree that the state court in
<br /> the County of San Mateo and the federal court in the Northem District of Califomia will have exclusive jurisdiction and
<br /> venue under th�s Agseem8nt,asx3 the parties t►ereDy ag+�ae to sub�rrit to s�scfi yus�sd�tian exctusivety.
<br /> 10.10 Enii�e Agreemer�t. This Agreement constitutes tfie complete,fmal and exdusive agreement between the
<br /> parties with respect ta the subject matter hereof, �d supersedes any and atl prior or contemporaneous o�al or written
<br /> representations, wrdarstandings, agreamar�ts or r�municati�arrs betw�an them consemir►� ths subject matter hereof.
<br /> Neither party is relying upon any warranties, representations, assurance.s or inducements not expressly set forth herein.
<br /> REY:07-23-15 YR
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<br /> ATTYlAGR.2015.145/SuildingEye/Planning Appfication Web Map Service
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