AgdaPkt 2018-12-03 Joint SA PFA - Laserfiche WebLink

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6.G. - Page 18 of 40 equitable remedies to enforce the provisions of this section 8.8, without posting a bond if otherwise required by law, Neither party shall issue any press release or other public statement relating to the Agreement, except as may be required by law or agreed between the parties in writing. Any non -disclosure agreement between the parties applicable to the Agreement supersedes this section 8.8. Provider acknowledges that Customer is a public agency that is subject to document requests pursuant to the California Public Records Act and Freedom of Information Act ("Acts"). Customer shall make good faith efforts to promptly notify Provider after receiving a request under the Acts for any records which would constitute Confidential Information. After receiving notice of a request under the Acts, Provider must notify Customer, within five (5) business days, if Provider objects to production of records. Failure to object within this timeframe constitutes agreement to production of records. If legal or other action is required to prohibit disclosure of records, Provider and not City is responsible to initiate such action. If a suit is filed by a member of the public with respect to any Acts request relating solely to information regarding Provider, Provider is responsible to defend against such suit and not City, Notwithstanding any provision in this Agreement to the contrary, Provider will indemnify and hold harmless Customer for any and all costs and attorney fees awarded to a prevailing plaintiff arising out of or related to a suit which result from Customer's actions, taken at Provider's written request, in compliance with this provision in protecting the Confidential Information from public disclosure. 8.9 Compliance with Laws. Customer shall not use or permit third parties to use Services in any manner that violates applicable law or causes Provider to violate applicable law. Both parties shall comply with all applicable laws and regulations when carrying out their respective duties under the Agreement, 8.10 Governing Law: Forum Selection. The laws of the State of California govern all matters arising out of the Agreement without recourse to choice of law provisions. The state and federal courts located in San Mateo County, California will have exclusive jurisdiction and be the exclusive venue of any lawsuit between the parties arising out of this business relationship, including disputes when they arise following termination of the Agreement. Customer waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. Customer acknowledges and agrees that this section 8.10 serves as a material inducement for Provider to enter into the Agreement. Each party waives, to the fullest extent permitted by law, trial by jury of any disputes, claims or Issues arising under the Agreement. 8.11 Further Actions. The parties shall, at their own costs and expense, execute and deliver such further documents and instruments and shall take such other actions as may be reasonably required or appropriate to carry out the intended purposes of the Agreement. 8.12 Amendment. The Agreement constitutes the entire and final agreement and understanding between the parties with respect to the Services and supersedes all prior agreements relating to the Services. The Agreement may only be modified or supplemented by an Instrument executed by an authorized representative of each party. 8.13 Waiver. No Failure by either party to enforce any rights hereunder will constitute a waiver of such rights. Provider's acceptance of any payment under the Agreement will not constitute an accord or any other Form of acknowledgement or satisfaction that the amount paid is in fact the correct amount, and acceptance of a payment will not release any claim by Provider for additional amounts due from Customer. No express or implied waiver by Provider of any event of default will in any way be a waiver of any further subsequent event of default. 8.14 Relationship. The Agreement Is a commercial contract between Provider and Customer and the relationship between the parties is that of independent contractors. Nothing in the Agreement creates any partnership, principal -agent, employer-employee or joint venture relationship between tate parties or any of their affiliates, agents or employees for any purpose. 8.15 Counterparts. This Master Agreement and any Order may be executed in several counterparts, each of which will be an original, but all of which will constitute one and the same instrument. Any executed documents sent via facsimile or portable document format (pdf) Images will be considered originals. 12 ATTY/AGR/2013.176/ASTOUN D BROADBANo - MSA REV: 1"7.13 MLG 2013 ASTOUND BROADBAND Proprietary and Conj7dentfal 142